The Extraordinary Spider-Man
by Jesse Cullen
Summary: My take on what TASM3 could be like. Peter Parker must confront a collective of robots thirsting for Spider-Man's blood as well as the insane Doctor Octopus. Along the way he battles with inner demons, teams up with thieves wearing skin-tight black leather and learns to trust new friends and move on from the loss of Gwen Stacy in the face of feelings for a fiery red head.
1. The Black Cat

Cold wind whipped Felicia Hardy's hair around her beautiful face as she stared out over the brightly lit, always alive streets of New York City. Perched on the edge of her penthouse balcony she felt a thrill spike her veins; a mixture of adrenaline at the night's upcoming task and the chill from the winter's night. The sky above was heavy with grey clouds that billowed above the city and stretched out far across the its many waterways, dipping towards Jersey. Snow had been forecast all day long and yet despite the cold air had not fallen.

Dressed in a simple tank top and flannel pajama bottoms Felicia felt the sting of the cold on her bare skin and yet it did not chill her to the bone as it should have. In the last several months she had gotten used to her body's resistance to many things; strain, fatigue and pain among them yet only now did she realize that she was not at all perturbed by the cold New York City air that nipped at the noses and got under the skin of anyone foolish enough to venture out of doors without proper covering.

_Just as you wanted it, huh Harry?_ She thought half bitterly as she leaped onto the stone banister, the only thing that stopped her and anyone else who went onto the balcony from falling forty nine floors to a nasty and messy death on the street below. Felicia felt somewhat ashamed of herself for the sour turn her thoughts had taken towards the imprisoned scion of the Osborn family. After all it had been Harry who had given her the luxuriant penthouse she'd been living in for the last year and a half. Being incarcerated at a highly sophisticated prison hadn't frozen his expenses account in the least and he'd always been there to give her everything she needed.

The price of course being that she'd allowed him to use her as his latest science experiment.

Grimacing, Felicia sprang to her feet with enough litheness and poise to put even the most accomplished gymnast to shame. Not that she had ever been clumsy when she'd been normal but in such frigid conditions and at such dizzying heights a person would have been lucky to have not toppled off the balcony.

_It was practice_, she told herself as she walked the length of the banister, her eyes fixed ahead of her, her steps never once faltering. Practice was something that Harry had demanded she engage in.

"You're perfection," he'd told her from behind the shatter-proof plexiglass of Ravencroft's little used visiting center. "But what good is perfection if there's still fallibility remaining? You have to get used to it kitten. To train yourself; not just to fight back but to use what you've been given...what I've given you."

_What I've given you..._

Harry had never failed to remind her that it had been his gift to her, this perfection of her senses and all the added perks it had given her. In his mind, it had been sheer altruism, a gift and at first she had seen it as such. Without hesitating, Felicia executed a perfect backwards handspring, her bare feet never once skirting the narrow edge of the banister. What person wouldn't have wanted to shed the yoke of imperfection, to be able to see in the dark, to run faster than a triathlete, to kick and punch and maneuver their body in ways that all but the most skilled fighters could do?

It had only been recently that she had felt the stifling separation from those that she walked among. Perhaps if she'd actually had somebody stable, some steady presence in her life then it wouldn't ache so much to be the way she was now. But all the people met now, men or women, lasted only a night, maybe two if she was particularly satisfied with them.

Harry's gift had had an incredible impact on her appearance. Her body, already akin to that of a supermodel, had gained all the attributes of a positive goddess. Her eyes, once dull green had gradually turned brighter and sharper until they'd gained the green found in precious gems. And her hair...well it had been the most noticeable physical change.

Unconsciously, Felicia ran her fingers through her hair, letting strands slide through. Fine as silk and white as snow it had been at first impossible to tell if it had been a side effect from the injections she had taken on Harry's behalf. It had been a gradual change, strands turning from raven black to pure white and at first she'd feared that old age was going to claim her. Now however, coupled with her emerald eyes and the sensual way she moved in public her hair only served to make her all the more noticeable among the colorful occupants of New York City.

And after all, what was the use of trying to deny the attention it got her? Grinning, Felicia hopped off of the rail and swaggered back to the warm, brightly lit penthouse apartment. The furniture and decor she'd chosen were all simple but almost ultramodern. She'd developed a flare for the finer things when Harry had started sending her money for her co-operation. The simplicity was more a way to keep her off anybody's radar. Harry did have enemies even if he had been locked up for a little over a year.

Felicia stopped on her way to the kitchen and looked into a large, glass jewel case. There were fine necklaces and rings and earrings on plastic pegs within as well as simple cut gems and diamonds that she had acquired during her nights of practice. Harry wouldn't have given her the money for such trinkets, even if she had asked him and what girl didn't appreciate the finer things? In any event, she thoroughly enjoyed the rush of the thievery and the inevitable stupidity of the police when they found no trace of her efforts.

Smiling to herself, she padded cross the black and white checkered linoleum and into the kitchen, her own stunning reflection meeting her on every silver surface. Opening the refrigerator, Felicia pushed a Tupperware container of raw tuna out of the way and grabbed a bottle of milk from among the large army she had stored in the fridge's chilly interior. Unceremoniously, she flipped the cap off and gulped down the cold dairy, feeling the satisfaction of a satiated meth addict course through her as she walked into the living room, not even caring when a stream of the delicious liquid dribbled out of the corner of her plump, perfect cherry lips.

A pawn in Harry's game she may be but she was not going to sit around and mope about it all the time.

Finishing off the milk without taking so much as a pause, Felicia set the bottle on a glass end table with a chink and picked up the small black remote that controlled nearly every electronic in her apartment. It was nearly ten-thirty at night and she knew that the call would come at any moment.

At first the only thing that wafted from the speakers was a cheerful Christmas tune. Felicia rolled her eyes at the musical message of peace and goodwill. The holiday had never held much meaning to her, not even when she'd been on the straight and narrow. Christmas for her had been filled with her father lavishing her with expensive gifts and while it had been a wonderful experience as a child those gifts had lost their meaning the second she'd learned how her otherwise plain as a pikestaff father had acquired them.

His thievery had been legend in certain circles and it had been fortunate enough that Felicia had been of age to strike out on her own when the cops had finally caught up with the man who had been dubbed The Cat. For several years she'd done her utmost to avoid stepping anywhere even remotely near the one Walter Hardy had tread for most of his life. Her job at OsCorp had been perfect up to a point; the mousy yet attractive assistant. It was the perfect way to avoid any excitement and danger.

Until Harry had walked into her life. Now she was his little super soldier puppet, capable of taking out a squad of police officers in seconds flat and purloining precious jewels from even the most sophisticated security system. It hadn't been on Harry's instruction of course but then again he'd never told her just what practice had entailed and what Harry Osborn didn't know couldn't hurt him.

The poppy, superficial Christmas tune warbled midway through. Static squeaked out of Felicia's state of the art stereo system and she grimaced at the frequency, amplified by her heightened senses. There were some drawbacks to her abilities and sound was one of them.

A moment later she heard his voice, low and even issue forth from the speakers around her.

"Hello kitten. An early Merry Christmas."

He sounded tired and Felicia knew at once that he'd had another attack. She'd seen him several times during her initial visits either recovering or on the verge of being overwhelmed by his "illness". In such cases his handsome face had shone in a layer of sweat, his voice a low bark as he tried to keep himself under control in her presence. Once or twice Felicia had seen the green creeping into his skin and his features nearly contorted. She'd hated him at those points, hated how unhinged he had been but it was Harry's own guilt and self-loathing that mad her temper that hatred and understand why, in spite of all that chaos he had brought into her life, she couldn't help but feel love for him.

With a scoff Felicia replied dryly, "There isn't anything merry about it baby. Least of all if you're singing carols and donating to the Salvation Army all by your little lonesome." She noticed a spot of milk on her hand and frowned, raised it to her mouth and began to lap it off. As perfectly poised and reflexed as she was she always got a little careless when it came to the moo juice.

"Who's donating anything?" Harry replied and Felicia could tell that in spite of his exhaustion and frustration he had smiled.

"You sound tired honey."

"It's nothing," he said although that was an evident lie. "Just had a bad case of the green earlier. Luckily for me they didn't resort to force this time. Just let me stay here and scream at myself all afternoon."

The very image of it made Felicia close her eyes and shudder. She'd never been farther within in Ravencroft than the visiting office which itself was cold, grey and cheerless but she knew perfectly well that the cells where they kept the prisoners were probably worse than any jail cell in the city.

"I'm sorry," she said before she could stop herself, bracing for a rebuke. Harry loathed pity and especially from her. However, he surprised her by saying, "Don't be. I'm happy as a clown at the moment. Today was pizza day after all."

"Oh baby you're a laugh riot," Felicia said dryly. Her eyes happened upon the door of her bedroom and she felt a small stab of guilt. It had only been two night's previously when she'd taken a steak head she'd met near one of the gym's on the Upper East Side to her bed. He'd been smarter than the average muscle bound jock but a complete waste of time between the sheets.

Usually she didn't let her active sex life get her down. Not unless of course she happened to be conversing with Harry in moments like this when he was weak and alone. The noncommittal way they spoke didn't help either. Normal couples met up or spoke on the phone. She and Harry had to resort to speaking through a disguised radio frequency that he'd managed to hijack with a transmitter an associate had snuck in. Remembering how that old OsCorp lackey had delivered the gadget to Harry always made Felicia grimace but then again it was such a common standby for sneaking things into the slammer that it really shouldn't have surprised her.

Talking like a normal couple only served to remind Felicia that they weren't.

As though to reinforce her melancholy Harry said in a stab at seduction, "What are you wearing?"

"My pajamas," Felicia replied with a roll of her eyes. "What are you wearing?"

"Would it help if I said I was naked?"

"Oh meow," Felicia said with a smirk. At least she had the pleasure of picturing that in her mind's eye. She'd seen Harry naked several times before he'd been taken to Ravencroft.

"Mmm I love it when you talk dirty."

"What's this about Harry?" Felicia asked, not wanting to delay the inevitable. They scheduled these things. She'd gotten the message from one of his associates earlier that day and had both been dreading and anticipating this all day. "Are you really just wanting to pillow talk are do you need me to do anything for you?" It was harsh but she didn't particularly care. If there was one thing she loathed these days it was being strung along.

Harry was silent for a moment and Felicia anticipated his anger. Broken he may be but the former head of OsCorp did not appreciate being spoken down to, even if it was by the woman he claimed to love. Again he surprised her be speaking calmly, almost sounding even more exhausted. "I'm sorry Felicia. I guess...I guess after today I just wanted to assume things were different."

"Well if they see you talking to yourself they'll give you shock treatments...again." His plaintive tone only served to make her feel like the world's biggest bitch for having tried to make him cut to the chase.

"There's something I need you to grab a hold of for me," Harry told her. "Something that could prove very useful to me...and very dangerous to anybody else."

"Why can't it be a pure sable fur coat?" Felicia said with a dramatic pout, not that Harry would see.

"You told me you thought fur was murder," Harry said and Felicia was pleased to hear that he at least had enough energy to sound teasing.

"Well it'd be nice to spice things up with something that used to be alive." She glanced at the jewel case and smiled to herself, satisfied with her collection this far. The fact that the police still hadn't cottoned on was enough to make her want to purr with pride.

Harry chuckled softly and said, "Hmm have you been a naughty kitty cat?"

"More than you would believe," Felicia said softly. Once more her glance strayed to her bedroom door. Once more she felt the awful guilt stab at her insides.

"I'm going to have to spank you when I get out of here," Harry said. If he caught the entendre in her voice he gave no indication. "I need something from a scientist kitten. He's got his practice set up at NYU right now. That new technology building from what I've been told."

"NYU?" Felicia said, stretching luxuriantly on the couch and relishing the feeling of her muscles tightening and then relaxing. "How unbelievably common."

"Well what we're after is anything but. Man goes by the name of Dr. Otto Octavius."

Felicia frowned and fished around in her memory. The name sounded slightly familiar. She had left OsCorp long ago and had only been with them for several months when Harry had taken over but somehow she knew that this man was connected with the company somehow. The revelation but her slightly on edge.

Harry it seemed was in a mind-reading mood because he said, "He was head of the technology and robotics research department years and years ago. Rubbed shoulders with my old man and Richard Parker and Curt Connors."

"And now he's back in the Big Apple," Felicia said softly. That didn't bode well, for Dr. Octavius and for herself. Harry's arrest and the events preceding it hadn't exactly been hushed up in the media. Given that both Richard Parker and Curt Connors had gone under Felicia had assumed anybody involved with them would stay as far away from OsCorp's main office as humanly possible.

"And let me guess," she added, "the son of a bitch is screwing around with your father's research?" It was such a typical button pusher for Harry. He still hated his father with a fiery passion but somehow his illness had twisted that hatred into a thirst for revenge, a malicious desire to blame everyone who had ever been involved with science at OsCorp for not only Norman's death but for all that had gone wrong in Harry's own life.

"Actually no," Harry replied tersely.

_This night is just full of surprises_, Felicia thought dryly and turned her head to look at the sliding glass door to the balcony, wondering if Harry would come crashing through it at any second.

"Dr. Octavius was in a field all his own," Harry added, "and if you're really that curious about this you can find all the information for yourself when you steal his schematics tonight."

"Well you know what they say about curiosity lover," Felicia replied darkly.

"You won't fall into any cat-traps. You're too good for that."

"NYU's gotta have more security than Tiffany's these days. Especially after the...oh what was that nutcase geezer's name again? Oh yes...the Vulture, I believe he called himself." Thinking back to the old coot who had dive-bombed NYU only three months ago made Felicia roll her eyes derisively. He'd been outfitted with one of OsCorp's own inventions of course and had held a particular grudge against young people.

"You're lucky that Adrian kicked it at the scene," Harry said dryly, "or he'd be coming after you for calling him a geezer."

"Well what did he expect? Pushing eighty and flying around the skyline all the damn time. Not mention getting his wrinkly ass handed to him by-" Felicia stopped herself short before she could utter the name Spider-Man. If Harry hated the thought of his life having taken a nose dive as a result of what he perceived to be the injustices of people working for his father, he had an outright meltdown at the mention of the web-headed wonder.

Felicia waited with baited breath, hoping against hope that she hadn't provoked Harry's ire, especially seeing as how he'd been so calm and conversational thus far. She could just make out the sound of his controlled breathing coming from the speaker system and she almost winced at the thought of him exploding with anger. The guards would think he was talking to himself again and she couldn't bear the thought of being the reason he was subjected to their brand of discipline.

When next he spoke his voice was determinedly level, the anger barely restrained and Felicia couldn't help but shudder as though he were standing behind her with a raised knife. "I don't recall saying you were going to steal anything from the university, _kitty cat_." The last two words were spoken venomously and Felicia flinched as though he'd slapped her.

"B-but you said-"

"Octavius has his office at NYU," Harry cut her off, "but like anybody with enough intelligence he's had all of his research and notes about this thing transferred to computer and uploaded to a private cloud system. That's what I want you to find out about tonight kitten."

"You want me to rough him up?" Felicia said it in hopes of inspiring Harry to calm down and to her relief it worked to some degree.

"If it strokes your fur," he said with a small chuckle. "Octavius works late. All you need to do is find out which data-center his information is stored at and then go from there."

"And what exactly are you going to do with this information?"

Harry paused for a second and then said, mirroring her remark from earlier, "You know what they say about curiosity right?" Meaning that he wasn't going to tell her if he could help it.

"I think I have a right to know," Felicia said hotly.

"Why so you can sell it to the black market?"

"No because I don't want to have the deaths of innocent people on my conscience," Felicia snapped. If it hadn't been the few lives lost during Electro and Harry's rampages the year beforehand then it had been those people that Aleksei Sytsevich had killed. And as for the so-called Vulture...well, Felicia had actually known people who had been killed during his attack on NYU.

Harry sighed and said, "I'm not going to use this information to kill anybody...I promise."

"Except for Spider-Man." Felicia knew full well that the web-slinger had almost become an obsession of Harry's since he'd been arrested. The defeat of The Rhino and Vulture had only served to heighten his hatred of Spider-Man, something that was incredibly evident whenever Harry's illness got the better of him. It frightened Felicia sometimes which was only when it didn't annoy her.

Harry didn't respond for a long moment. If it hadn't been for the sound of him breathing and the muffled ambiance of the prison then Felicia would have thought he'd cut out the transmission out of anger. He began to cough suddenly and so violently that Felicia sprung off of the couch towards the stereo, overwhelmed by the desire to comfort him despite her irritation. She'd been present for his coughing fits before and they always made her feel incredibly sorry for him, like a mother witnessing a child battling disease.

Somewhere in the more rational, cynical part of her mind Felicia knew that Harry had brought on the attack on purpose to gain her sympathy and she hated herself for caving in. Still she wasn't in the mood for arguing with him tonight.

"I'm sorry," she told him soothingly and, proving her suspicions, his couching died after a few more seconds. "It...it's fine," she added for his sake. She forced herself to laugh and said, "For all I know this thing is probably a personal back-massager or something." Even though she knew full well that if it was important enough for Harry to be sending her that this creation of Octavius' was probably something more akin to a walking hydro bomb.

"Be careful," Harry said softly and she both hated and adored the fact that he sounded legitimately worried. "I've already lost Aleksei and Adrian...I don't want to add you to that list."

Narrowing her eyes Felicia said acidly, "Is that all I am to you Harry? Some goddamn crony?"

"No!" Harry said, his voice brimming with horror. "Ah geez I didn't mean-"

"It's fine," Felicia cut him off bluntly. "I better get going."

"Felicia...I love you" Harry's voice was soft but Felicia caught the pain in it. Obviously he hated himself for having lumped her into the same category as his felled henchmen.

Feeling as though she could hiss at him, Felicia jabbed the power button with her finger and said to thin air, "Wouldn't it be funny if that were true?" She hated the fact that he still held such sway over her and hated herself for letting him. It hadn't been her fault that he'd gone and rashly injected himself with something he knew virtually nothing about. And she couldn't blame herself for him having gone on some made crusade against Spider-Man.

Sometimes she wondered if it wouldn't be easier to just slip away from New York City, to fall off the grid and let him rot in Ravencroft. But she couldn't do that, couldn't leave him with absolutely nothing left in his life. Harry Osborn was still there amid that tortured, rage-filled thing just as much as Felicia Hardy was still alive in the reckless, achingly lonely science experiment that she had become.

Her bedroom was as large and luxurious as the rest of the penthouse, the California king occupying most of the space. The bed had seen more action than any other part of her home but she felt no shame in that at the moment. Sex was an outlet, a way for her to feel power and the charade of love for a few hours. Even the act of kicking the men and women out of her life was a way to feel some semblance of control.

At first glance the walk-in closet of her bedroom looked very much like many others in the Upper East Side. A forest of clothes surrounded Felicia as she strode through, the many shoes she'd acquired as a result of Harry's generosity forming an almost impenetrable wall at her feet.

The beautiful dresses and expensive pumps did not interest Felicia in the slightest. She stopped in front of the back wall and reached into the pocket of a black leather rain slicker. A small button was sewn into the pocket and Felicia clicked it and the back wall of the closet slide open.

She'd donned this suit immeasurable times in the last several months. Harry had suggested it to her during one of her visits when she'd said that she didn't appreciate ruining her own clothes when she was practicing with her abilities. At first glance it looked like any black ensemble worn by biker girls; a tight-fitting black tank top with a long sleeved leather jacket and skintight black leather pants. A pair of gloves and high boots only added to the bad girl image but it was more than just a kick ass combination of clothing.

Slipping into it always felt like donning a suit made out of another person's skin and it fit just as tightly on her body. A tapering white flame lined the deep collar of the leather jacket. The zipper ended mid-chest, exposing Felicia's impressive cleavage bared by the tank top. She'd given Harry a picture of herself in it when she'd visited him after she'd worn it for the first time and had been pleased to see his eyes bug out of his head.

"Nobody with a chest like yours should be able to move as fast as you do." He'd said with a laugh. It had been one of those precious few times when his equilibrium had been normal and she'd loved every second of it.

"They act as a ballast," she'd replied with a snigger.

In any event it made her feel incredibly confident and she'd managed to distract more than her fair share of security guards with the eye full. What they should have been watching out for however was the razor sharp nibs she'd affixed to each fingertip of the black gloves. She hadn't had to use them on anybody thus far but as her father had been so keen on pointing out it was better to have it and not need it than to need it and not have it.

The pants were slightly more sturdy than the jacket and top and had boots attached at the legs, making it easier to move in. She'd scoured all the tactile and military shops she could find in her area and had been pleased to find the bottoms to complete her costume.

A black eye mask completed the look. Felicia had made it herself, out of a skin adhesive and black electrical tape and as she caught a glimpse of herself in the mirror she had to admit that she looked like hell in high heels. It was a cat-like look, something that she'd done subconsciously and attributed to her both her father and Harry's affectionate nickname for her.

She strode through the apartment and back to the balcony, leaping onto the banister again she stared out at the bright lights of the city once more. It never ceased to amaze her how much life existed in the Big Apple. It was easy to simply shrug off the meaning of such lives when surrounded by the endless, teeming crowds of the city, to simply chalk other people up to things that either got in the way or added something to your life. She herself was guilty for that but was finding it harder and harder to remain so aloof.

Harry was asking things of her that she couldn't even comprehend the meaning of and one thing she had learned in the last year and a little bit was that every step he took in his mad war against society was stripping him of his humanity. His illness was taking him, transforming him and in many ways the injections she had taken to mobilize herself into his personal soldier had made her just as outside of the normal bounds of humanity as he was.

Only she wasn't going to let herself lose her perspective the way he had.

Squaring her shoulders, Felicia let herself drop from the balcony, feeling the icy air rush passed her, savoring the loss of gravity for the moment that she free-fell. Then, without even opening her eyes she grabbed the first banister that she passed, stopping her fall and then letting herself drop again to the next balcony and then the next one until she was close enough to the tallest tree. She leapt to the highest branch, thankful for the fact that her balcony faced the park behind the apartment building.

It started to snow as Felicia propelled herself from the tree onto the next nearest building, a smaller apartment. A sea of structure spread before her, all posh townhouses and brownstones, all hers for the taking. Without a sound, without so much as being noticed by even the most observant police officer, Felicia Hardy took to the rooftops, stealing to the shadows completely unseen, melding into the darkness with all the grace and mystery of a black cat.


	2. Moving On

_The fall was the part that stayed with him the most. He could see her face, her beautiful, angel's face staring up at him as the web snapped between the gears of the clock tower. She didn't look afraid. She had never looked afraid, not even in the face of all that they'd faced together. Instead, her face was the very picture of confusion, almost shock as though she couldn't believe what was about to happen._

_What he'd let happen to her._

_Time and time again he tried in different ways, tried to do everything in his broad scope of powers to save her. He jumped quicker, propelled himself harder, shot the web with all his force; sometimes he even broke the cartridge to get to her. Still something always got in the way. Something always stopped him from saving her. A loose piece of cog would hit him in the back of the head, or else she would suddenly fall faster, the space between them stretching no matter how close he got. _

_Sometimes the web would catch her. He knew that it caught her because he'd felt the immense tug on the other end. Whenever it does catch her, he still feels that incredible sense of elation that he'd felt that night, that feeling that he'd managed to prevent her death._

_But it doesn't last. She's limp in his arms again and that's only when there isn't something else wrong when he touches down on the rubble strewn ground next to her. Once, in the worst of the nightmares, a swarm of black spiders crawled out of her nose and mouth and out from under her eyelids. Even worse still had been the one time when she'd been okay, when she'd stood up and coldly rebuffed him to climb on the glider of the monster that had thrown her to her death in the first place, laughing at his tortured scream._

_This time isn't the worst of it. _

_The fall happens, as it always did, always the same way. The cog breaks the web again and she falls through the tower as he does everything in his power to pull her up. Again she hits the ground, only this time he's aware of an almost ear-splitting crack, one that drowns out the cacophony of sound of the debris falling around him. _

_When he reaches the ground this time she's not moving, not breathing just like before, just like all the times he's replayed this over and over in his dreams. The line of blood streaming from her nose cuts through her pale face like some grisly traffic line and all he can do is cradle her dead body again. It's a way for him to keep a hold on her, to keep her close even though he should have let go of her a long time ago. _

_She's breathing this time though, the warm air tickling the side of Peter's face. Hope springs up within him, warm and overwhelming and for a moment he feels like he could lift them both off the ground with the sheer power of how happy he is that she's come back to him, that she's stayed like he begged her to do. _

_He looks into her eyes, into her beautiful big glassy eyes. There's something off in the way she's looking at her, something that dampens his hope and happiness almost as quickly as it was kindled. _

_She hates him._

_She's accusing him._

_"How could you do this to me?" She asks him, her voice a violent whisper that spirals in the space around them as cogs continue to fall in slow motion over their heads. "I thought you loved me Peter."_

_"I do!" He says, his voice choking, horrified that she could say something so awful. _

_"You didn't save me. You weren't fast enough. You weren't smart enough. You think you're so intelligent. You didn't even think about the fall did you?"_

_"No! I think about it Gwen! I never stop thinking about it."_

_But she only shakes her head, her fingers digging into the back of his costume, through the skintight fabric and right into his flesh. Peter hisses at the pain but doesn't loosen his hold on her._

_"You killed me," she says simply, her eyes holding his tear filled ones with their awful accusation. "You didn't even think about what would happen if you caught me while I fell."_

_"No..." He's whimpering now because he can see it all over again. He's seen it for months and months now, ever since he put the suit back on. He didn't think about it, didn't even try and calculate the physics of it all. His webbing had stretched, had only served to accelerate Gwen's fall to the cold hard ground below._

_"You killed me Peter," she says, her eyes hollow, blood still spilling from her nostril. And her voice echoes a thousand times around the clock tower; a symphony of every time she said his name, every time she laughed it or cried or screamed...Peter, Peter, Peter..._

"PETER!" The voice cut through Peter's awful nightmare like a gunshot and he started in his bed, kicking the covers that had gotten tangled around his legs away from his body. Blearily he opened his eyes and looked around at the source of the voice, his vision rapidly bringing the small, untidy bedroom of his apartment into better focus as wakefulness overtook him.

His roommate was standing over him, his arms folded, his handsome face a mixture of irritation, panic and mild concern. For a moment Peter didn't understand why Eddie Brock was dressed in a thick black long coat and snow boots. After all, they had managed to catch up on the heating bill and his room was considerably warmer than it had been over Thanksgiving. And given that Eddie was about as tall and broad as a quarterback cold temperatures tended not to bother him as much as a normal person.

"What do you want?" Peter asked him, his mind still muddled with sleep and the memory of that awful dream.

Eddie's grey eyes, crinkled at the edges with laughter in spite of his younger years, widened in disbelief. His thick, short, dirty blonde hair was damp but still had not fallen out of the gelled back style he worked so hard to maintain. "Were you outside?" Peter mumbled, rolling over and burying his face in his pillow. Pale light was filtering through the blinds and he had no way of knowing whether or not it was the middle of the morning or the end of the afternoon.

"Dude," Eddie said in disbelief, "it's ten in the morning! You were supposed to be at the Bugle an hour and a half ago."

Peter groaned, sinking his face even further into the confines of his pillow as though hoping it would suddenly come to life and swallow him whole.

"You're lucky I told J.J. that there was a traffic jam or he'd be sending a brute squad for your skinny little ass," Eddie went on. "You said you were going to turn up on time when I left this morning."

"I forgot," Peter fibbed. He'd slept well for most of the night beforehand. A little too well as a matter of fact. Waking up when his alarm had gone off at six had been a royal pain in the ass and he remembered mumbling something along the lines of not being late to Eddie before he'd toddled back to his room and collapsed.

Now, with the reminder of that horrible dream still fresh in his mind he realized that it hadn't been worth the extra few hours of shut eye, least of all if he once more had to endure an earful of the Bugle's chief editor's colorful vocabulary.

"Traffic?" He muttered. "I'm late by over an hour and he's buying traffic?"

"No," Eddie said dismissively, "are you crazy? I mean like crazier than usual? I walked here in twenty minutes. So I sent him a text saying that you were battling a massive case of the runs."

"Charming," Peter griped with a disgusted grimace.

"Well what the hell did you want me to say?" Eddie continued to fume. "You don't get to work, you don't get paid. You don't get paid, you don't get money. You don't get money you have no rent and as much as I love you I'm not putting up with you looking for a job in this economy."

"I'm just...I'm not feeling up to it." Peter said weakly. He hadn't even gone for a swing around the city the night before. He'd been too busy scrambling to get his piece for the small section of the Bugle written before he'd gone to bed around midnight.

Eddie however was not buying into his pity party. He never had before. On any other given day Peter appreciated his good friend's zero tolerance for bullshit. It kept him motivated and on those rare occasions made him feel enough guilt to give himself a swift kick in the ass to keep moving. If Eddie Brock was anything aside from boisterous and charming it was ambitious and Peter found that infectious.

On this particular morning however he just wanted the other man to leave him alone. He hadn't had a dream about Gwen that horrible in quite a while and even if he managed to avoid J. Jonah Jameson's tongue lashing for being late then he would no doubt be in a funk for the entire day.

"Get up Parker," Eddie said, his voice low and dangerous. It was his "Eddie means business" voice and coupled with the use of Peter's surname could spell trouble. Peter pretended to be asleep for a moment and had just managed to muster up a fake snore when he felt his roommate's finger poke him in the rib cage, hard and sharp. He hissed, practically jumping off of his mattress in a shower of pillows and sheets.

"Hey that hurt!" Peter moaned, rubbing his bare side.

"Sue me," Eddie retorted. "Look I get that you're a little down in the dumps and all. Not getting laid in over a year tends to do that to a person but it's nothing a nice little run in this beautiful morning weather won't fix."

"First of all," Peter said irritably, "we agreed that talking about my love life was off limits until New Year. And second of all..." He frowned and leaned over to peer out the window. The apartment he shared with Eddie in the West Village was a mere twelve floors, the tallest on the street. Even from their suite on the ninth floor Peter could see that the snow had piled up on the pavement below over night and showed no sign of stopping. "Second of all," he added, "the weather isn't beautiful. You're a liar Eddie. That hurts my feelings."

With that he slumped back onto his bed, pulling the covers up over his bare chest, grateful for the fact that after almost a year of living together that he and Eddie had reached the point where seeing one another half naked wasn't remotely awkward anymore.

"You know you're hurting my feelings too," Eddie said. "You've got a lot of people who are worried about you Peter."

"Like who?" Peter muttered, determined to be as punitive as possible simply for the sake of trying to get his roommate to leave him alone. He could swing the story of being ill, maybe even put in a call himself and try and play up the lie that Eddie had already set. One day off was all he really wanted. He hadn't skived away from the Bugle since landing an actual job in the building. He just needed to relax for a while, regroup after that nightmare.

"Oh you'd be surprised," Eddie went on, "there's me for starters, your Aunt May whom you haven't spoken to since Thanksgiving-"

"Which was exactly two weeks ago if today is a Thursday."

"-there's people at the Bugle," Eddie continued as if Peter hadn't spoken, "like Betty and Robbie. Hell even J.J's worried about you although that's more because your last three pictures of Spider-Man were more like glorified landscapes of the city skyline."

"Go away," Peter muttered.

For a moment he thought that Eddie was going to comply. Then, just as his nerves stood on end as his senses went haywire he felt his roommate's strong arms scoop him up, bedding and all, and lift him off the mattress.

Peter yelped in alarm and struggled to squirm out of Eddie's grip. He felt the urge to simply sock the blonde in the chops although knew that in doing so he would probably dislocate his friend's jaw even if he didn't use even a modicum of his full strength. He had gone this long without drawing Eddie's suspicion and didn't want to start now.

Eddie carried him all the way down the narrow hallway and to their small shared bathroom and dumped him in the shower. It was only when the bigger man's hand reached for the knob to turn the water on that Peter knew his roomie wasn't going to go half-assed in his attempt to wake him up.

"Alright alright!" Peter said, raising his hands in a show of surrender. "I'm getting up! Just...just don't ruin these sheets alright? I'm short on change and the laundromat's a pain in the ass to get to when the weather's like this."

"Good!" Eddie said, his handsome face brightening. "I took the liberty of buying some bear claws for us to chow down on during the run over. And you'll be happy to know I got you some coffee."

"Grande?" Peter asked, disentangling himself from his blankets and rubbing his eyes.

"Totally."

"Two sugar, one cream and a shot of caramel flavor?"

"Nothing but," Eddie replied with a smirk. "I also got it double cupped so you wouldn't burn your delicate little fingers."

"Thanks man," Peter said and he meant it. As much of a ball-buster as Eddie could be he never once failed to look out for Peter. Perhaps it was because there was at least four years between them. Or maybe it was a remnant of Eddie's having been a football captain in high school.

"Don't go getting all gushy on me," Eddie said rolling his eyes. "People already think that there's something going on between us as it is."

Peter, who had been in the midst of brushing his teeth, choked on his toothpaste, the foam of it spilling from his mouth and making him look like a rabid cat. "Wh-who thinks that?"

Eddie shrugged. "Oh just...Betty...and Gloria...and that new girl Sally...and Robbie. And my mother."

"Ah geez," Peter muttered darkly.

"That's why you need to at least be seen in public with a girl who isn't a co-worker." Eddie narrowed his eyes as Peter rinsed and added, "You know Betty told me that her one friend isn't dating that Thompson guy you went to school with anymore."

"Who?" Peter asked in genuine bewilderment. Betty Brant had quite a lot of friends in her life, far too many for Peter to be able to keep track of. He pushed passed Eddie and half-ran back to his room, hastily throwing on the first pair of clothes he could grab as his roommate followed him, watching from just outside the door.

"That redhead who lives next-door to your Aunt," Eddie said incredulously as if Peter were simply playing dumb. "Geezez Peter you must have face blindness or something. It's kind of hard to forget a girl like MJ."

"Oh right," Peter said, throwing his backpack over his shoulder. His costume was folded carefully inside at the very bottom, hidden by a books and his laptop. "I haven't seen her before actually." He honestly hadn't. Aunt May and Betty had tried in vain to set Peter up with "the nice Watson girl who lives next-door" several times in the last few months and, much to Peter's relief, had been completely unsuccessful.

Every time he had been talked into going on a blind date with Mary Jane Watson she'd either had to work overtime at her waitressing job or else he'd been swamped with a steep deadline by J.J. On other occasions he'd fibbed his way out to go swinging around the city. Honestly he'd been able to breathe easier when MJ had started dating Flash Thompson, although now that they were no longer together Peter was anticipating a call from Aunt May most likely by his first break of the day.

"Well, not to sound like the recovering frat boy that I am but MJ's a real knock out," Eddie said, walking down the hall with Peter and scooping up a paper bag and two cups of coffee that were sitting on their chipped kitchen table.

"I'm not really interested in knock outs," Peter replied, taking a sip of his coffee as Eddie locked the door behind them. Gwen had been beautiful to him not just because of angelic looks but because of the way she simply exuded who she was. Her warmth and courage had shone through those big beautiful eyes of hers and he highly doubted that he would ever find somebody anywhere near as beautiful as her.

He wasn't even sure he wanted to. Gwen had been his most closely guarded secret, coming only second to Spider-Man and he was no nearer telling the people in his life about her as he was about him. He glanced at Eddie as they hurried down the hallway towards the stairs and saw to his relief that his friend had decided to drop the subject for the time being.

It had been hard enough for him to let people back in. Only after he'd done battle with the whacked Russian who had called himself Rhino had he realized that the self-imposed exile he'd gone into since the night Gwen Stacy died had made him nothing more or less than a zombie in human form. What good was it to be alive when he wasn't letting himself really live? He let Eddie and those few co-workers from the Bugle in and was grateful for their presence in his life but he was determined to keep them at arm's length.

Spider-Man would only get people hurt, especially those close to Peter Parker. Even if the opportunity to fall in love again presented itself...well, Peter would fight it as hard as he fought the darkness that plagued New York City.

It was colder outside than Peter had anticipated. Snow spiraled through the air, one degree away from being sleet. It was a small wonder that Eddie's hair had been sopping wet when he'd gone to wake Peter up. The thin sweater and hoodie Peter had pulled on before leaving the apartment was nowhere enough to keep him warm. Christmas wreaths hung from street lamps and they passed a total of three Salvation Army Santa's as they hurried through the snowfall, their heads bowed against the weather.

While the coffee did help to warm Peter up to some degree it still wasn't enough to thoroughly keep him comfortable and his teeth were chattering by the time he and Eddie arrived at the Daily Bugle's offices eight blocks away, their faces pink from cold.

The office itself was a mere five floors high but had been designed in such a way as to look taller, the ceiling gradually curving into a narrow arch. It was entirely glass, the windows fogged over from the heating system within and as Peter and Eddie hastened to the shelter of the main floor reception area a large drift of snow slid off of the solar panels on the side of the roof. His spider senses alerting him to the danger, Peter all but pushed his roommate ahead of him and ducked out of the way just as the snow fell to the pavement behind them with a satisfying plop.

"Again with danger signs," Eddie said, shaking his head as he glanced over his shoulder at the snow. "Remind me to take you with me if I ever have to cover a hostage situation."

"I'm not going to let you cover a hostage situation," Peter told him. "Remember that little chat you had with me about rent money?"

Eddie rolled his eyes as they flashed their ID cards to the pretty, dark haired receptionist, the new girl that Eddie had mentioned earlier. Peter of course recognized her from his days at Midtown and flashed her a small smile which she returned. Sally Avril had only recently joined the Bugle as a receptionist after dropping out of NYU earlier that year following the Vulture's attack.

Thinking of the crazed winged man made Peter clench his jaw as he stepped into the elevator with Eddie. Fortune had been on his side during the battle over the skies of the campus. The man had gotten himself into such a state that his heart had failed at the scene but by that time he'd already killed several students and cost millions of dollars in property damage to the university.

It was only the most recent string in J. Jonah Jameson's campaign to besmirch the web-slinger that Peter photographed. He could have laughed at the irony of the situation if he didn't know the extent of his employer's hatred for Spider-Man. Sometimes he wondered if his boss didn't have it right.

"You okay dude?"

Eddie's voice cut through Peter's dismal train of thought. They were alone in the elevator which had arrived at the third floor without so much as letting any other people on.

"Yeah," Peter said with an evasive nod. Then, just because he knew that Eddie wasn't that daft, added somewhat truthfully, "I'm just not looking forward to bearing the brunt of J.J's rage."

"Don't worry about it," Eddie said giving him a consoling pat on the shoulder. "Just put up with his screaming for a few minutes, do some ass-kissing and you'll be on your merry old way."

"I don't like ass kissing. Maybe he'll go soft on me if I promise to make up the time I missed tonight."

Eddie scoffed as the elevator doors slid open on their floor and the noise of the busy editorial department flooded their ears. "What and pay you a full day's wage? He'd sooner tongue kiss a statue of Spider-Man than do that."

"That would make an interesting snapshot," Peter said and Eddie laughed.

"Catch ya later," he said, nodding as he headed towards his cubicle. Eddie had originally been brought on as a sport's reporter for the Bugle before Peter had even been interning. After writing a series of articles on serial killer and former minor league football player Cletus Kasady he had since found himself tasked with more interesting news pieces. Peter did not at all begrudge his friend for his advancement. Eddie worked hard for his dues.

Peter on the other hand had barely had it in him to deliver more than a few distant shots of Spider-Man in recent months.

Knowing that he was simply delaying the inevitable in hanging around he walked along the sea of cubicles, nodding at several of the people who took notice of him. J.J's office was located at the end of the department, the glass windows giving him a clear scope of all the goings on. When he wasn't raging against the universe he watched his employees the same way a lion watched a succulent gazelle, ready to pounce on the first sign of fumbling and weakness.

Taking a deep, reassuring breath, Peter quietly squeezed into the office. It struck him as odd and somewhat funny that he had faced gangsters, mutants and psychopaths with high powered suits and yet he feared the wrath of his boss more than anything, although that was merely due to J.J's habit of not letting a person get a word in edgewise even when he was in a good mood.

Everything about J. Jonah Jameson was somehow square and rough. He was slightly stocky although nowhere near overweight, his barrel chest betraying his former glory days playing good old football. He had a square jaw lined with a goatee that was just as boxy as the rest of him. His hair was dark, having been black in his younger days but was now grey at the edges. Some people in the Bugle joked that the man had gone prematurely grey due to the stress he piled on himself.

To Peter's surprise and relief Jameson was not alone in the office. His co-editor, Robbie Robertson, was leaning over J.J's shoulder, pointing at various things on the other man's computer screen and talking low. Tall as J.J. was square, Robbie's dark skin was contrasted smartly by the light pink button up he wore. His hair had been shaved close enough to his scalp to leave a fine line and his glasses glinted in the light, his kind brown eyes deeply lined with concentration.

Neither Robbie nor Jameson noticed Peter at first.

Betty Brant on the other hand had apparently seen him walking down the hallway from the office. She was standing a little behind J.J and Robbie, her arms folded over her chest. She'd tied her sleek black hair into a ponytail and her bright blue eyes were fixed anxiously on Peter from behind her black horn rimmed glasses. As per usual she'd dressed casually, something she had relished since being promoted to head of the arts section of the Bugle.

"Miss Brant," J.J. said in his gravelly bark, his eyes still fixed on the screen of his computer, "do you think you can-ah Christ I forgot. Can you get...what the hell is that other girl's name anyway?"

"Liz Allan," Betty said sharply, her eyes still on Peter. "Thank you for catching yourself this time. And yes I suppose if you ask really nicely she can get you the rough copies from business and financial. But first," she gave Peter an apologetic smile, "Your eleven o'clock is here."

"My what?" J.J. said in annoyed confusion. It was only then that his glance strayed from the screen and he caught sight of Peter who stood there awkwardly, feeling as though he were in the line of fire of an entire Marine unit. J.J.'s beady black eyes narrowed and all it took was one glance at Robbie and Betty to send them the message.

With a sigh Robbie stepped away from the desk and headed for the door. "Good luck kid," he said quietly to Peter. "Try and mention the Rangers winning the other night okay? He might go easier on you."

"Thanks," Peter said out of the corner of his mouth. Betty simply nodded at him, a small grin on her face. She was only a year older than Eddie and had worked hard to pull herself away from being J.J.'s secretary. Peter respected her and, despite the fact that situations like this both annoyed and worried him, appreciated the fact that she didn't do any hand holding no matter how much she liked him.

The silence that fell in the office after the door closed behind Betty was almost deafening. Jameson stared hard at Peter, his face impassive which Peter had learned was always a danger sign. He however was not about to offer up any kind of apology no matter how badly he wanted to. If J.J. hated many things at the top of his list, along with Spider-Man, tofu and the Kentucky Derby, was a coward.

"Do you know what a stress ulcer is Parker?" J.J. said, standing behind his desk with his arms folded.

"Yes sir," Peter said, swallowing hard.

"Enlighten me."

"They're, uh, small holes or breaks in the lining of stomach or small intestine," Peter recited, digging through his memory of high school level biology. "Brought on by diet or...or stress..."

"Diet or stress," J.J. repeated with a condescending nod. "Well as you and the rest of the monkeys out there are so fond of pointing out I happen to eat like a caveman. Brewskies, pizza...y'know, bachelor food. You know what that's like right Parker?" A crafty smirk lit the man's features. He just loved ribbing people about their personal shortcomings and in recent weeks had been especially fond of mentioning Peter's dry romantic life.

"Yes sir I do," Peter replied simply because he knew it was what the bastard wanted to hear.

"Well good. Starting to think that you and Brock out there were getting frisky with each other. Not that there's anything wrong with that. Hey, I'm a twenty-first century thinker. Just look at all this shit." He gestured dismissively at the computer system on his desk. The Daily Bugle had been one of the first papers in the entire city to spearhead a move to a completely digital format, something that Peter was well aware had caused J.J. an endless amount of griping and shouting matches.

"But getting back to ulcers," Jameson went on, bracing his hands on either side of the desk and Peter felt his heart sink at the dangerous note that had come into his boss's voice. "I've got about sixty of them as of this moment Parker and probably another thanks to snot nosed amateur little photographers like you deciding that they've got better things to do than to show up on time and do the goddamn job THAT I PAY THEM TO DO!"

He yelled the last words but Peter didn't flinch. If he had he knew his boss would only keep him around for additional torture. In situations where J.J. really worked himself into a state it was best to simply let him rage and in this case Peter knew full well that the man had a point, as much as he hated to admit it.

"I really don't wanna lose you Parker," J.J. said. "Your Spider-Man pictures keep traffic coming to the Bugle higher than the goddamn skyline. Hell even your little technology pieces aren't half bad when I read them drunk. You waste my time like this again and you're out on your ass."

"I understand sir."

"Good. And you better turn in a decent shot of Spider-Man before Christmas or you're out on your ass even harder."

"Yes Mister Jameson." And with that Peter opened the door to the cluster of cubicles beyond and left the office behind, heat rising in his face despite his best efforts to remain calm.

Sometimes being Peter Parker sucked as much as it did to be Spider-Man.


	3. Doctor Octavius

Eddie's prediction that Peter would be lucky to be able to make up his lost time at the Bugle proved to be accurate by the time one in the afternoon rolled around. With all the grace of a grizzly bear J.J. remarked that it was high time for somebody to go for their scheduled lunch hour, his eyes fixed directly on Peter, who had been doing his best to keep himself occupied at his computer for the most part.

His lunch hour at the Daily Bugle was the perfect opportunity to go for a quick swing around the city and he'd just stepped foot in the elevator and thumbed the button for the ground floor when, almost as though they'd been drawn by his leaving, both Eddie and Betty Brant stepped into the car with him.

"Told you he wouldn't let you stay late," Eddie said with a self-satisfied smirk.

Rolling his eyes Peter said, "Didn't you already get your lunch break?"

"Yeah but I've got a story to chase right now. Something went down at the university last night and J.J. wants me to go and get something first hand from the only eye witness."

Peter eyed his friend curiously and tried to keep the interest out of his voice as he asked, "NYU you mean? It didn't have anything to do with what happened with the Vulture did it?"

Eddie shook his head. "Nothing at all like that. From what J.J. told me some scientist working in the technology building had a run in with some burglar who roughed him up something fierce. Apparently the guy came round earlier this morning and just about tore out his IV drip to get back to the university."

Frowning, Peter said nothing as the elevator reached the main floor. He'd been too bushed the night before to go out for a swing around the city and hadn't even bothered checking any news sources when he'd sat down in his cubicle. People being roughed up in New York City wasn't exactly an uncommon occurrence but from what Eddie said it sounded as though this man from NYU had been attacked on purpose.

"Is he stable?" Peter asked.

Eddie gave him a quizzical look but smiled nonetheless and said as he, Peter and Betty Brant left the elevator, "You know Betty if I didn't know any better I'd say our intrepid photographer was trying to question me."

Betty rolled her eyes behind her glasses. "At least he's asking out of genuine reporter curiosity. All you ever do is badger me for the personal details of every actress under the age of thirty that I interview."

Peter laughed out loud as the three of them walked passed Sally Avril's desk. Eddie however did not even look remotely ashamed of himself. With the swagger of his fraternity years he simply shrugged and said, "Hey I can't help it. I'm a patron of the arts." And, with a smirk, he left both Peter and Betty standing in the reception area, shaking their heads at his brashness.

Knowing that he was wasting precious time, Peter made to follow Eddie out of the building but before he could so much as take a step Betty put a hand on his shoulder, stopping him. He glanced back at her and the second his eyes met hers felt his heart sink. He knew that look. He'd seen it many times in the last several months and although it annoyed him to have been backed into a corner by the obstinate head writer he knew that there was no squirming his way out of this.

"While we're on the subject of actresses," Betty began with the air of an expert reporter, "I'm throwing a little Christmas party tomorrow night at my place. J.J.'s too damn cheap to ever have an official one here," her nostrils flared at the thought but she did not miss a beat as she went on, "so I figured it'd be nice to have a little get together."

"That's...that's great Betty," Peter said, not realizing that he was hopping from foot to foot on the spot in his anxiety to tail Eddie to the university. "But what exactly does this have to do with actresses?"

Betty rolled her eyes. "Well I've gotten to know some of the people I've interviewed and they're going to be there."

"And you're going to try and set me up with one them, aren't you?"

"Oh no not them," Betty said dismissively. "Some of them can be real fickle bitches and besides they're all involved with steroid pumping minor-leaguers. There is one person however who's going to be there. And she's been making some waves off-Broadway."

Peter sighed. "The elusive Mary Jane Watson."

"Hey she's no more elusive than you Peter Parker. Just...give her a chance alright? She's a great girl, really and she's really curious about you."

"Really?" Peter said, genuinely taken aback. He'd tried exceptionally hard not to give off any sort of vibrations to women since Gwen had died and he found it both a little flattering and surprising that Mary Jane Watson was showing any kind of interest in him.

"Yes really," Betty said, a smile creasing her lips in triumph. "She's kind of a believer in fate and all that jazz. She kind of finds it funny that you guys keep dodging each other. You're like a rundown."

"Wonderful," Peter muttered. If all he was to Mary Jane was a challenge than he definitely wasn't interested in ever meeting her face to face. Evasively he said, "Well I'll...I'll let you know before I head home." Before Betty could say anything more Peter turned and headed towards the door as hastily as he could. After being cooped up in the relative warmth and comfort of his cubicle for the better part of two hours the cold winter air hit him like a punch to the gut.

The snow had dissipated to small slivers that were barely noticeable in the air and although the sky was still blanketed by cloud cover Peter could just make out the yellow outline of the sun poking its way through. Ice had formed on the sidewalks and as Peter hastened across the street to the shelter of the alley he had used many times since starting his job at the Bugle he relied on his spider-sense to help him avoid slipping on the frozen patches.

Formed by a cluster of low offices, the alley was the perfect place for anybody wanting to slip away. This early in the day it was completely devoid of people and Peter took full advantage of that opportunity, ducking behind a large garbage dumpster and hastily stripping off his day clothes and tearing his backpack open. The alley turned off at a corner formed by the buildings that surrounded it, providing Peter with adequate coverage but still the act of undressing in broad daylight still made his skin crawl.

Suddenly he felt even more stupid for having overslept. If he'd risen with his alarm he'd have been able to put his suit on underneath his civilian clothes.

"Cold cold cold," he said to himself, shivering as the chilly air stung his bare skin. As usual he kept an anxious eye and ear out for the sounds of anybody approaching but thankfully he was able to slip into his costume without any interruptions. Once inside the snug fitting suit he almost forgot about how cold it was outside.

As the weather had turned with the onset of winter Peter had been forced to find a means of keeping himself from succumbing to hypothermia while donning his Spider-Man outfit. Eventually he'd stumbled upon a body suit that kept body temperature from escaping while still allowing his skin to breathe. Outfitting his costume with the material had been tedious but eventually he'd accomplished it and now climbed up the wall of the building behind him as warm and toasty as if he'd been buried in a cover of blankets.

Webbing his backpack to the underside of a heat radiator on the rooftop, he took off at a run and leapt, shooting a solid line of webbing towards the Bugle. It would be a relatively easy swing from this side of the city towards the university and he wanted to pay his boss a little visit before heading off in the direction Eddie had gone off in.

It was puerile he knew but there was nothing more satisfying than seeing J. Jonah Jameson worked into a powerless rage. Deftly, the wind whipping by him, Peter swung low, off the rooftop, gaining speed and momentum and chuckling softly at the gasps of the civilians on the street below. Swooping up in a graceful arch he landed square on the side of the Bugle and crawled along the surface until he came to rest at the fifth floor window of J.J's office.

The window was fogged over from the inside with heat but it did nothing to deter Peter. As much as he'd deserved his earlier rebukes it was fun, not to mention his only catharsis, to see his slave-driving boss worked into a fit by Spider-Man. He could just make out the man's blurry form through the fog and knocked on the window, watching patiently as J.J. stood up from his desk.

He walked towards the window and at first couldn't seem to see anything. Then he raised the back of his hand and wiped off the condensation, and Spider-Man found himself face to face with the Bugle's editor. Jameson's eyes bugged out of his head and his whole face flushed. He yelled something and Peter was too good a lip reader not to recognize the colorful language. Teasingly, he cupped his hand around his ear, miming deafness which only served to infuriate the editor of the Daily Bugle all the more.

Livid but knowing that his hated nemesis could not hear, J.J. jabbed a finger onto the foggy window and hastily scrawled, "_I said, 'you mother-effer',_" onto its surface. Spider-Man nodded in understanding and responded by making a heart shape with his fingers and pointing at Jameson who looked even more furious and banged a balled up fist onto the window so hard that the pane shook. Realizing that he'd pushed the man as far as he could, Peter gave J.J. a simple wave of farewell before letting himself drop off the side of the window, letting a web fly to the nearest lamp post.

_Serves you right Jameson_, Peter thought in satisfaction as he swung along the snowy streets. Barely a week went by where the Bugle's editor wasn't crying for the arrest of the friendly neighborhood web-slinger and as much as Peter, or anybody else, tried to reason with the man he never once strayed from his campaign to besmirch Spider-Man. Peter scoffed as he swung passed Union Square Park, rushing over the heads of startled college students dressed for the weather.

_Go ahead and throw me in the slammer_, he thought, _then see how your web traffic drops like a house of cards_. Jameson depended on Peter's pictures of Spider-Man as a drawing card and while the Daily Bugle held a talented team, Eddie Brock and Betty Brant among them, Peter knew that it hadn't been enough to carry the paper over to its shift to sheer digital news. Not only had his recent pictures of himself been lackluster due to his growing feeling of despondency but he'd also been withholding as a result of Jameson's hatred for Spider-Man.

Sighing, Peter swooped to the side of the nearest building on the New York University and crawled up the side, coming to rest on the very edge. For a moment he stared out over the campus. In the months since the Vulture's attack, a greater effort for security had been established on the university's grounds. Several of the buildings that had been lucky enough to not be hit by the man's explosive attacks were now reinforced with thicker concrete walls, pressurized stairwells and chemical and biological filters.

Construction was still ongoing in the few buildings that had been hit the worst by the Vulture's attack and as Peter looked down on the quietly bustling campus he thought back to his fight with the crazed senior citizen, bitterly cursing OsCorp for having been at the root of the problem once more. The suit, which had given Adrian Toomes the ability to fly as well as stabilize his body, had come directly for the now defunct company's labs as Peter had eventually discovered.

Still, the battle hadn't been as trying as he had initially feared. He'd disconnected the power support for the suit and although Toomes had come at him with everything he had had it had been too much. He'd succumbed to a heart attack and fallen to the roof of one of the buildings, a broken specimen of bird and man. As much as Peter had felt relieved at being able to stop the man's attacks on the student body he had been too overcome with regret at the lives that had been lost.

It would always be this way, he realized as he crawled along the side of the building and scouted the location of the school of technology. No matter how hard he fought, not matter how much evil he managed to rid the world of there would still be casualties. He could fight as hard and long as time would allow but it would do nothing to stop the guilt he felt whenever he thought of those people, some younger than he had been, who had been killed by the Vulture, or by Electro or by Harry Osborn or the Lizard.

People like Gwen Stacy and Ben Parker.

Thinking of them, Peter closed his eyes and paused, the web he had shot to the technology building gripped in his hand. They hadn't been killed by his enemies. Both of those people, those two people who had meant so much to him had been killed by his own negligence. Uncle Ben because of Peter's own stubborn anger and Gwen...the memory of the previous night's dream came back to haunt him and he felt his stomach turn over.

_You killed me. You didn't even think about what would happen if you caught me while I fell._

He tightened his grip on the webbing. He couldn't let that ghost catch up to him right now. He would deal with it as he always had when he went back to his and Eddie's apartment that evening; alone and consumed by his own thoughts. Right now he was curious about the man who had been attacked the night before.

It didn't take at all long for Peter to find out just where this man was. He had only been crawling along the side of the technology building, peering into the windows for less than a minute when he saw Eddie sitting in front of a desk, talking to a man whose back was to the window which, Peter realized with a sickening jolt, was slightly open, allowing the cool air in. Quick as lightning he turned his head away from the window, sticking to the side of the building with the back of his feet and hands pressed against the surface, listening intently to the conversation within.

Eddie had turned on his professional tone of voice, one that had gotten him countless pieces of information since his promotion but it seemed that the man he was interviewing was far too stubborn to be taken in.

"I'm not asking you to talk about what you were researching Dr. Octavius," Eddie said. "All I'm saying is that if you give at least the smallest statement that it'll stop people from speculating."

"People are going to misconstrue my words Mr. Brock." Dr. Octavius had a gravely voice that immediately put Peter in mind of a thug rather than a scientist. The way in which he spoke to Eddie, however reserved it sounded, also carried an underlying threat and Peter wondered just how long his friend had been at it with the man. If Eddie had taken a taxi to the university then it couldn't have been very long. "I don't even know how your editor managed to find out about the break in last night."

"So there was a break in then?" Eddie's voice peaked with excitement. "This wasn't an inside job?"

"No," replied Octavius coolly. "And if you don't mind I'd rather not discuss this with the press. I'm sure my assistant told you that."

"She did mention something yes," Eddie replied, "but you have to admit that it is a little...unusual. You get...attacked by somebody, you won't say who or why and then you force the hospital staff into letting you leave before they even want you to."

"The hospital is over-crowded." There was a definitive edge in Octavius' voice now, one that Peter had heard in J.J. time and time again. The conversation would be over on his terms and he was letting Eddie know that. "The staff there has better things to do than put a band-aid on a few scratches and bumps. And I'm sure you yourself have better things to do than interview a simple scientist who get roughed up a little bit."

There was silence for a moment. Eddie didn't take well to rejection. It was, Peter knew, one of his shortcomings. Women, stories...anything that refused him what he wanted was enough to spark his irritation or anger. Peter's own stubbornness that morning and the way Eddie had responded had been a clear example of that.

A chair scraped against the floor and Peter knew that Eddie had gotten to his feet. Peter could hear the anger in his friend's voice but was relieved when Eddie said, "Thank you for your time doctor. Good luck with your research." It could have come off as snide and it made Peter shake his head in disbelief. He loved Eddie like a brother but the man could be a dick when he wanted to be.

Waiting until a few seconds after he heard the door close, Peter crawled back around to the open window and peered inside. The office looked almost empty with the exception of Octavius' desk and chair and a two low filing cabinets. He must have just moved his offices to the campus. Either that or his pay was worse than Peter's and Eddie's combined.

"The nerve of some of those reporters, huh?" Spider-Man remarked casually. Octavius jumped a mile out of his seat and whirled around, his eyes wide. For a second Peter felt like gasping himself. Octavius had told Eddie that he had endured a few scratches and bumps the night before but from the stitches along the side of his cheek, the bandages on his chin and forehead and the compress taped over his left eye he had been put through the ringer and then some.

Peter guessed the man to be in his mid-forties. He was tall, at least a good three inches taller than Peter was and surprisingly built for a man devoted to science. If his face hadn't been covered in medical tape and stitches he would have been handsome, his face angular almost like a model's. Despite his age his dark brown hair was only beginning to show signs of receding and fell to this nape of his neck.

His one good brown eye stared at Spider-Man with surprise but he showed no fear or irritation. "You're...you're..." He seemed almost lost for words as he scrambled towards the window to open it, the better to allow the heroic eavesdropper to slide into the office.

"Your friendly neighborhood Spider-Man," Peter supplied for him. "Some people know me as the web-slinger, web-head, wall-crawler and Spidey. Or if you're not a fan then you can call me menace-to-society, vigilante at large or as somebody called me earlier this afternoon, motherfu-"

"I am fan!" Octavius said and judging from his wide eyes and broad smile he certainly was. Peter noted with some sympathy that his lip was cut and one of his teeth had been chipped. "I can't...I can't even believe that you're here! There's so much I want to ask you!"

"No kidding huh? Gosh I've never felt like a celebrity before but if this is what it's like then I could get used to it." He glanced around the almost empty office and said, "What's with the barren bureau doc? I'm not exactly rolling in the deep myself but even I've got a bit more than this in my spider's nest."

Octavius turned faintly pink but still did not take his eyes off of Spider-Man. "I only just set my practice up here," he explained, gesturing to the chair that Eddie had recently occupied. "Most of my time is spent in the new tech-lab anyway." Enthusiasm sparked back to life within him and he bounced on the balls of his feet as he added, "I kept reading about you in the Bugle but I didn't think I'd ever be fortunate enough to see you, let alone meet you."

"Well don't get too excited," Peter said, raising his gloved hands. The last person who had hero-worshiped Spider-Man had ended up nearly plunging New York City into a literal dark age and he wasn't keen on having people lick the ground where he walked. "I'm not anything that special."

"But you are!" Octavius said insistently. "I never thought that Richard Parker and Curt Connors' little experiments would actually pay off so well."

At the mention of his father's name Peter froze, his eyes fixed on the roughed up scientist before him. That had been the last thing in the world he had been prepared for and he wrestled hard with himself to try and maintain some degree of cool in front of Octavius but his curiosity got the better of him. "You...you knew Richard Parker?"

"And Connors yes," the doctor replied, a sad look coming into his face. "So unfortunate what happened to Connors...such a brilliant man but his downfall was always his insecurity. And Richard...well we weren't exactly the best of friends. He wasn't all that interested in the mechanical aspect of our field but he was still a good man."

Peter felt the desire to press the subject but quickly laid that notion to rest. He'd learned as much about his father as he had wanted to before Gwen had been killed. In any event, the further he pressed the more Octavius would learn and that, as Peter had learned the hard way several times over, would only lead to disaster.

"I hate to pry," he said, clearing his throat, "but you look a little worse for wear there doc."

Octavius touched a finger to his stitches subconsciously but rolled his eye in annoyance. "It really isn't anything to be worried about." He muttered.

"A scraped knee isn't anything to be worried about. You look like you got on the bad side of every street gang in the city. Now I can tell you're a pretty capable guy doc but it's sort of in my job description to help those in need."

"I'm not in need," Octavius said stubbornly, his temper flaring up. He seemed almost surprised by his own resistance because the second the words left his cut lips he blinked and then let out a heavy sigh. "Well...I might be actually. It's just not an easy thing to admit to I suppose."

"It never is," Spider-Man replied. "But I need to make sure that this doesn't happen to you or anybody else again."

"It won't," Octavius sighed. "They got what they wanted from me."

"Which was what? They didn't steal anything did they? Research?"

Octavius eyed Spider-Man with mingled curiosity and amazement. "Just how long were you listening to my little chat with that annoying reporter anyway?"

"Long enough," replied Spider-Man. Then, simply because Eddie was a good friend he added loyally, "And Eddie Brock's not as bad as reporter's go. You should've read his articles on that Kasady guy a few months back. I'm surprised he didn't win a Pulitzer."

Cocking his head to the side Octavius asked, "You're friends with that kid?"

"I've seen him around. But let's try and get this back on track doc. Somebody obviously was willing to hold your face in serious disregard to get something from you, something that you obviously found important enough to go running out of the hospital willy-nilly. And as tickled pink as I am that you think I'm the bees knees I'm not leaving here until you let me help you."

Spider-Man crossed his arms over his chest and stared stubbornly up at Octavius, who was regarding him with an equally obstinate stance, his expression guarded. For a moment Peter expected him to chuck him out of the office the same way he had done with Eddie.

"They...they didn't steal anything physical," Octavius finally said. "I caught..._this person_...sneaking around the laboratory last night before I locked up and _they _weren't exactly gentle in getting the information from me." His jaw clenched at the memory but what really caught Peter's attention was the fact that the doctor had seemingly chosen to refer to his attacker in the vaguest of terms. Did he know the thief after all? "They wanted information from me. To find where I store my research."

"Not in a Swiss bank account I hope," Spider-Man said in an attempt to lighten the doctor's mood.

"No nothing like that," said Octavius with a distracted shake of his head. "People don't expect someone of my age to embrace technology but what kind of robotics scientist would I be if I didn't? I have all my research stored on a cloud drive."

"And that's what the thief stole from you," Peter finished for the doctor, who nodded. "Where's the data center? Even if I can't beat the thief to it I might be able to pick up some clues."

"It's on Staten Island but I know for sure they haven't gotten to it yet. The security around the data center is tighter than the one at this university. Anytime there's a breach they immediately respond to anybody who has their data stored there so that they can go through all the necessary steps to ensure their information is protected."

"They'll strike tonight then," said Peter and he strode back around the desk towards the window, ignoring the stunned look in the eyes of the doctor. "It's a typical hand for a burglar to play. Stagger your attacks and nobody will notice the difference." He'd been dealing with the crime that ran rampant in the city long enough to understand the mechanization's of a small-time crook's mind.

"You're...you're leaving already!?" Said Octavius in disbelief.

"Sorry doc but I've got to get a head start if you don't want your research falling into the wrong hands," Spider-Man said. _In any case I still haven't had my lunch yet and I'm going to keel over if I don't my ass back to the Bugle,_ Peter thought as hopped over the ledge of the window.

"But there's so much I want to discuss with you! You're a living specimen of how far science can go! A testament to the research of Richard Parker and Curt Connors."

"Trust me doc," Peter said as he shot a line of webbing to the adjacent building, "I know all about those two gentlemen and their research. More than you'd think." And, leaving Octavius staring at him, he swung off the edge of the window and swooped above the campus, the wind rushing passed him.

He made it back to the alley near the Daily Bugle with fifteen minutes to spare for his lunch break. Hastily he retrieved his backpack from under the heat register where he'd left it and tore his clothes out, pulling them over his suit. The added layer of insulation served to make him feel even warmer and he crawled back down to the alley feeling incredibly comfortable.

His adrenaline had spiked at the prospect of being able to help Dr. Octavius. It was a simple grab-and-go. He could swing down to Staten Island later that night and keep an eye on the data center for any suspicious activity. Even if he couldn't stop the thief from stealing the doctor's research from the core itself then he could easily catch the person as they were leaving.

Confidently Peter raced back into the reception area, flashing his ID at Sally Avril as he rushed towards the vending machine at the end of the hallway. The cafeteria kitchen had closed ten minutes beforehand but having survived several weeks on instant ramen Peter wasn't about to turn his nose up at a power bar for lunch. Besides, he could get something on his way back from Staten Island that night.

He had just turned to head back towards the elevators, the meal substitute gripped firmly in his hand when he saw Betty Brant walking purposefully towards him, a smirk of satisfaction on her pretty face. His heart sinking, Peter met her half-way and felt even more discouraged when she fell into step beside him.

"Nice lunch," she said, noticing the wrapper clutched in Peter's hand. "Thought for sure I'd see you at _Below Decks_ for your break."

"Why in the world would I go there on my lunch break Betty?" Peter asked dryly although he knew the answer all too well. _Below Decks_ was a basement pub located two blocks away from the Daily Bugle and not only was it not the kind of place Peter would go for a lunch break but he knew perfectly well just who it was that Betty had wanted him to go there for.

"I put the image in your head," Betty told him with a smirk as they stepped into the elevator. "MJ's break falls at the same time as yours, which by the way is just another indication from the universe that you should at least try and go out for a cup of coffee with her."

"Shouldn't she be going to auditions or something during her free time?" Peter said grumpily. Barely five minutes had passed since he'd returned to the Bugle and already the subject of his love life was being brought up. He was beginning to feel almost as big of a pariah as his web-slinging alter-ego.

"Shouldn't you be arriving to work on time in the morning?" Betty shot back. "Look I'm not trying to get you guys engaged or anything. I just think it might be good for both of you to get to know each other."

"She'd be on the rebound."

"Not really. She and Flash weren't serious. And it's also been over a week."

"Betty I really don't see how-"

"I'm not the only one," she said, cutting him off. "I knew you were going to try and brush my party invitation off when I mentioned Mary Jane so," she smirked at the look of horror that came into Peter's face, "I took the liberty of calling your Aunt May during my lunch break. And not only does she think it's a good idea but she told me to tell you that if she finds you don't end up going that she's going to...well seeing as how the woman raised you I'll spare you the colorful details but it wasn't exactly the thing you'd expect to hear from the mouth of a kindly widow."

Peter groaned as the doors slid open on the fourth floor and resisted the urge to run through the circulation department and take the stairs to the next floor simply to avoid having to converse any longer with Betty. "How exactly would Aunt May find out anyway?" He asked, feeling betrayed by both women for having backed him into a corner.

"She plays Scrabble with MJ's Aunt Anna," Betty told him simply, "which you would know if you actually took the time to get to know Mary Jane. They are next-door neighbors after all."

"You went above my head Betty," Peter griped, still stung by the betrayal. But Betty Brant only smiled broadly at him, her eyes flashing mischievously behind her glasses.

"Yes," she said cheerfully, "and it worked didn't it?"

"Do I have a choice?"

"No," Betty replied as the doors of the elevator opened on the fifth floor and she stepped out. "You really don't kiddo." Flashing Peter another impish grin she hurried off towards her office, her head held high in victory. Peter watched her go, shaking his head wistfully and wondering why Dr. Octavius' burglar hadn't struck at a later date that benefited him.

_Why are the bad guys never around when I need them to be_? He thought glumly as he walked towards his cubicle.


	4. Cat's Cradle

Felicia hated going anywhere even near Ravencroft Institute. The place was cheerless and miserable looking on even the nicest of days but now, surrounded by snow and bordered on all sides by the iron grey frigid river it looked as though it had been ripped from the pages of a Charles Dickens novel. Patiently, she waited in the back seat of the cab she had chartered to visit as the driver gave her information to the security detail at the gate leading into the prison.

She had to hand it to her driver. He was certainly keeping a good head on his shoulders entering the grounds of the institution. The many times she'd come here in the past, on Harry's money of course, most of her drivers had forced her to go through the gate on her own, too self preserved to want to run the risk of getting even the smallest glimpse of Ravencroft's many criminals.

Of course, her continued remarks during the drive about dropping a large tip had probably helped make up the man's mind.

The car lurched forward through the gate and Felicia caught the eye of the young, hardened looking security guard whom she had seen several times since coming to the prison. He gave her a curt nod which she returned with a smirk before facing forward in her seat as the cab pulled into the barely used visitor's lot of Ravencroft Institute.

Her scuffle the previous night had gone off the rails somewhat although she wasn't at all inclined to complain. It hadn't been a sharp struggle at all and the rush of adrenaline and satisfaction she'd received from roughing up Otto Octavius had carried her all the way back from the university to her penthouse where she'd curled up and slept like the dead. It was only when she'd woken up in the pale winter sunlight that the guilt had crept up and she'd realized that not only had she been incredibly rough on the doctor...she'd been perhaps a little too rough, slashing at his face for the sheer hell of it.

As the driver parked in front of the low prison, Felicia gazed at the stone exterior and pictured herself behind its walls. Shaking her head, she fished around in her black purse for a wad of cash which she handed to the driver.

"This is too much," he said. His eyes, barely visible behind his thick dark dreadlocks, were wide with surprise. "Could drive to Hoboken and back for this."

"Don't worry about it," Felicia told him, "consider it a Christmas present."

"I can wait for you if you want." The driver glanced at the prison, obviously concerned for her safety inside.

"Oh that's okay." Felicia gave him a haughty smile. "I may not look like much but trust me I can take care of myself and anybody else who tries to start something." And with that, she stepped out of the cab and slammed the door closed behind her, pulling her long black trench coat tighter around her body to stave off the chill of the day. Snow particles clung to her eyelashes as she stepped towards the front entrance of Ravencroft, her head bowed. She'd put off coming here for the better part of the day and now was itching to simply turn and leave.

But she knew it would prove useless. Harry would contact her regardless and she wanted to be face to face with him for the question that had been burning in her mind ever since he'd tasked her with stealing from Otto Octavius.

The reception area of Ravencroft was the only part of the prison that looked well kept. With bright white linoleum floors, florescents that cast the room in a snowy white glow and the best security that the prison's budget could afford it could have been welcoming if it weren't for that fact that Felicia knew for herself what lay beyond. It took only a minute or two for her to get the proper clearance to go to the visiting area. The prisoner's of Ravencroft weren't famous for having people call on them. Most of them were considered too reprehensible.

Double doors, outfitted to the nines with locks and buzzers, separated the reception area from the corridor that lead to the visiting office. Felicia waited for only a second before she was buzzed in and took off at a brisk walk, her white ponytail swishing behind her as she walked, the loud click of her high heeled boots the only sound besides the buzz of the light fixtures. The security guards who had been flanking the doors knew her too well to have bothered trying to walk beside her as she knew they were supposed to do.

She was grateful for not having to put up with their somber presence, pleased that they were keeping their distance as they trailed her. Any hopes she had of making it to the visiting area were however dashed almost the second she turned the corner and came face to face with a thin, tall man with a mop of thick grey hair and glasses.

"We're going to have to start charging you for every time you show up here," Barker Pogue sneered as Felicia walked by.

"Oh anything but that," replied Felicia dryly, doing her best to ignore the man as he fell into step beside her. "I don't think my expense account could stand it."

"You've been visiting him a lot Miss Hardy," the director said acidly. Felicia had never met the late Dr. Kafka, although she'd gleaned more than enough about him from Harry. Still she would have rather put up with him than the pig-headed Pogue, who never failed to dog her the second she arrived.

"Somebody has to give these poor boys something to look it," Felicia said with a smirk as she stopped in front of the double doors that opened onto the small visitng office.

"You know full well that not all of our prisoner's are men."

"Well some of the women would be damn happy to see what I've got going on under this trench coat." Felicia was satisfied to see Pogue's pallid face turn slightly pink. He was prevented from answering by one of the flanking security guards stepping forward and swiping his badge through the keypad. There was a dull buzz as the door unlocked and before Pogue could answer Felicia flashed him an imperious smile and stepped through the doors.

One of the perks of Ravencroft's visiting pen was that the prisoners and their guests were allowed to be left relatively alone. The security system would catch most things anyway and Felicia guessed that the visitor's being left alone was merely a way for Ravencroft to avoid being slapped with some kind of mistreatment lawsuit.

The office itself was a room comprised of twelve chairs, eleven of which were empty. Running from one end of the room to the other was a long wall of reinforced plexi-glass, metal partitions affixed at even intervals to allow the guests some privacy as they spoke to their incarcerated loved ones. The only other person occupying the room was a small, bird-like woman with frizzy brown hair who was currently seated opposite one of Ravencroft's more recent acquisitions. The red haired, freckle faced man's slit-like brown eyes darted to Felicia and he wiggled his tongue lasciviously at her. He was, she noted with satisfaction, flanked by four powerfully built security guards and had been shackled to his seat.

Rolling her eyes, Felicia flipped Cletus Kasady off before heading to the opposite end of the room where Harry had chosen to sit. She'd dealt with the whack job's antics before and wasn't remotely afraid of him, disturbed as he was. In any event she had more important things to worry about than the serial killer's sick advances.

She sat down on the stiff, cold metal chair and faced Harry through the plexi-glass.

His mousey brown hair had grown out during his time in Ravencroft and reached just to the top of his shoulders. Stubble peppered his jaw, and his once softly featured face had a hard edge. His eyes, icy blue and as unforgiving as a hurricane, stared back at Felicia who felt her heart sink to the bottom of her shoes. Harry's veins were starkly contrasted against his pallid face which was already glistening with perspiration. A green tinge had overtaken his blood vessels and even now he was breathing heavily, trying to keep himself under control.

Still, she smiled softly at him. It was a bit of concession on her part. Not only did his appearance frighten and sicken her but she knew full will that it was a sign that his illness would soon overtake his mind and there was no telling the kind of state he'd get himself into when that happened. Yet she couldn't let herself be too afraid or disgusted. He frustrated her and at times angered and terrified her but there was a part of her that would love him until the end of the world.

Almost as though to add credence to her thoughts Harry smiled softly at her and said with genuine affection, "Hello kitten. Good to see you."

Felicia returned his smile, trying her hardest to get a grip on herself. She had after all come here to essentially grill him before setting off on that night's mission. Seeing him in such a conflicting state; on the verge of another breakdown but genuinely happy to see her made her want to scream and shatter something.

Preferably the skull of one ginger haired serial killer.

"Good to see you too Harry," she replied, her voice catching in spite of her efforts.

"Pogue give you any trouble?"

"Among other people," Felicia replied, glancing to her left. She couldn't see Kasady's visitor or the bastard himself but Harry got the memo and his jaw clenched in anger. His whole frame twitched and Felicia felt her heart sink even further. She knew that in these occasions it was safer to try and upset Harry as little as possible. Hastily she said, "We're, ah, all in the clear for tonight."

For a moment Harry still looked ready to spring out of his chair and twist Kasady's neck off of his shoulder's. He twitched again and a new layer of sweat formed on his face but still he said in a voice as close to his normal one as possible under the circumstances, "Octavius was...co-operative then?"

"Well...I had to sink my claws into him a little bit but he laid it all on the line after a while." The memory of just how many times she'd sunk her claws into the good doctor came back to her and she fidgeted guiltily in her seat.

Harry seemed pleased by the news, a grin slowly forming over his face. In his present condition it did little to improve his looks, his features twisting impishly and making Felicia instantly dart her eyes towards the ceiling.

"Where's the data center?"

"St-Staten Island," Felicia replied. "Somewhere near the piers. From what I gathered between him whimpering, the security's pretty locked down there. Not that it's going to stop me," she added with a grin.

"Nothing can stop you," Harry said, his eyes suddenly lighting up with delirious fervor. "And once we get this information from the data center then there's nothing that can stop either of us."

Felicia looked down at her lap. Harry's sudden enthusiasm at the prospect of whatever it was that he was planning on doing touched that part of her psyche that hated him and everything he stood for. She felt seized by a momentary desire to simply get up off her chair and leave him here without another word, to abandon the penthouse he'd given her and New York City in general and just seek out something normal, something secure.

"What's all this about Harry?" She asked him, forcing herself to look into his icy eyes. "This research, this plan of yours...what the hell is going on here? I mean how did you even find out about this from inside this place?" That of course was a question that really didn't need asking. Incarcerated he may be but Harry Osborn still had people loyal to him on the outside, herself included.

Harry stared at her for a moment, breathing heavily as if he'd just run the entire length of the city. Filled with dread that she'd gone too far, Felicia could not tear her gaze away from his, not even flinching when he twitched spasmodically once more and grunted in apparent pain. The green tinge deepened on his skin and he closed his eyes, clenching his teeth together so hard that Felicia thought they would break. She looked around, hoping to call attention to Harry somehow but there weren't any security guards behind him and she would sooner chew off her own wrist than go anywhere near Cletus Kasady's side of the visiting room.

When Felicia dared herself to look back at Harry it was to find that his face had almost contorted into a goblin-like mask of what it had once been. His eyes leered at her from behind the transparent barrier and for a moment Felicia forgot that the glass was unbreakable. Filled with fear, she leaned back into her seat as far as she could, unable to tear her gaze away from the thing that had taken over the man she loved.

"You're being a little bit too curious for my liking kitty cat," Harry said, his voice a hoarse rasp in his throat. "Keep asking questions like this and we're going to have to take this little experiment farther. Maybe see if there's stock in that old saying about cat's having nine lives." And he threw his head back and laughed, a horrible, high-pitched cackle that made the hair on the back of Felicia's neck stand on end.

From down the other end of the visiting office she heard Kasady let out his own bark of laughter and say in a sing song voice, "Ooh goblin's got the goofs on, goblin's got the goofs on! Somebody tell me a joke too I wanna laugh!"

But she wouldn't back down, not when she was such an integral part to his plans. It had become a habit of hers whenever Harry disappeared into this twisted creature to remind herself that it simply wasn't him, that this mocking, bloodthirsty thing was an entity unto itself no matter how much it resembled him. She stared it down, waiting for it to stop laughing, her expression forcibly impassive.

"I have a right to know," she said when the cackles ceased to echo around the small, long room. "If I'm going to be putting myself into any kind of danger for you then I have a right to know what it is that you're after here."

The goblin shook its head at her, the expression on its face akin to a parent scolding a naughty child. "Aw, does the little putty-tat not want blood on her perfect paws?"

"Not if I can help it no."

"Well too damn bad pussycat. You may live it large in that nifty little penthouse that I gave to you but you're kidding yourself if you think you're safe there." It grinned, its cracked lips stretching into an awful rictus that made Felicia both want to close her eyes and punch the look off the thing's face. "I've got people better than you on the outside and they'd just love to have themselves a nice little cat spaying session."

"You're sick," Felicia said in disgust.

"Not as sick as some of them would be," replied the goblin. It jumped forward, so swiftly and suddenly that Felicia gasped and nearly toppled out of her chair. The thing leered at her, its dead grey eyes pinning her to the spot. "If you think you're anything special to me then you're sadly, sadly mistaken _kitten_." It spat the last word at her as if it were poison on its tongue. "You may think you're going to do the right thing by trying to find out just what it is that I want from that stupid scientist but you wouldn't even begin to understand just how he or anybody else fits into this. Even you. You're no better or worse than the rest of them. You're a good little kitty. You come when I call no matter what because you like the idea that I'll give you a treat when all you ever do is scratch my legs and knock over everything I've worked so hard for. Only difference is that I at least have the satisfaction of knowing what you look like when you're underneath me, giving me what I wanted, what I deserved...what you were really only ever good for you _whiny twat_."

Felicia wasn't even aware that she'd been crying until she felt the tears against her skin, hot and prickling. She stared into the eyes of the monstrosity behind the glass, its grin all the more wide at the fact that it had hurt her in ways she hadn't even thought possible. There was still so much of Harry in the thing, so much of his face and voice that she had no clear way of determining whether or not the goblin had been talking out of its own acidic mind or the mind of the man Felicia loved.

But at that moment, shaking and wounded, she didn't care and she didn't have the strength to even try and remotely figure it out. Her legs shaking she pushed herself off of her chair and whirled around, her vision blurred from the tears still prickling at her eyes. Her leg collided with the metal chair, sending it flying across the floor and toppling to the ground as she stumbled towards the security doors, her heart feeling as though it were clutched in the grips of a vice.

Her shaking hand pressed the button to allow the security guards on the other side to let her out but before the buzz filled the air another noise made Felicia stop, her fingers curled around the cool metal handle. Against all other voices that were telling her to simply press on through she turned as Harry, for Harry he had become once more, slammed his hands against the plexi-glass, his once more normal face completely broken. His eyes stared at her imploringly even as two of the four security guards who had been flanking Kasady strode forward to hold him back.

"I'm sorry!" He was outright sobbing now, trying to tear himself away from the arms of the guards and Felicia knew that he wouldn't stop until he had found away to get at her. He'd come back down, completely aware of everything the goblin had said to her and she knew that he hated himself for it. Felicia closed her eyes, trying to block out the noise of Harry's frantic pleas and apologies but it was useless. They struck her in the heart, the one place in spite of all her perfection that was weak.

She strode towards the glass, placing a hand against the transparent barrier. Harry was still locked in the grips of the two guards but he ceased his efforts to relinquish himself from them when he saw her standing back in front of him. Felicia mustered all her internal strength and smiled weakly at him.

"It's alright," she said softly. "I understand...I'll...I'll do whatever it takes to help you Harry."

"I love you," he said, his eyes brimming even as the guards began to pull him away.

Felicia did not stay to see him taken out of the visiting office. She turned on her heel, stormed through the security doors and back down the corridor, ignoring the looks from the passing staff. Once she arrived outside the frosty air stung at her warm, tear stained face and for a moment she simply stood near the front entrance of the prison, her chest heaving with silent sobs.

Somebody approached her from the parking lot, the sound of their feet crunching on the snow making her look up.

The cab driver had waited for her after all.

* * *

The trip to Staten Island had been trying for her but immensely satisfying. Running, leaping and crawling along every surface at her disposal made the adrenaline course through Felicia's body. While it didn't help her forget about that afternoon's tumultuous meeting with Harry it did help her work through the ugly feelings it had left behind.

_At least you didn't cry in the taxi_, she reminded herself as she ran along the steep sloping cables of the Verrazano-Narrows bridge, her heart pumping with excitement and adding a pink flush to her face. Dressed in her black costume she blended in with the darkness, her snow white hair whipping out behind her as she ran.

She could see the low glow of the lights of Staten Island ahead of her and as she confidently continued down the length of cable that held up the suspension lines she felt the reality of the words Harry had spoken before he'd been taken over by the goblin.

_Nothing can stop you..._

Now, as she rushed into the quiet cover of Staten Island, blending in with the surrounding darkness and pumped with energy she almost completely believed him. Even with many of the old fashioned houses glowing with the Christmas lights Felicia snuck through the shadows unseen, following the watery, fishy small that tinged the air towards the general direction of the pier.

Octavius had allowed her access to his files and she'd seen a picture of the data center. It took her only several minutes to come across the four story building situated among the warehouses and industrial buildings near the wharf. She scampered up a tree that just skirted the edge of the building and peered through the leaves.

There was a tall chain link fence around the data center, coiled barbed wiring spiraling around the top. Felicia had to hand it to the information company who owned this part of the cloud; they took their security very seriously. From what she'd gathered from Octavius in between scratching and poking him with her claws most people who chose to go through this particular cloud service paid handsomely for it. The information stored within was all similar to his; official documents for legal offices, blueprints and schematics for scientists and architects with confidential projects and delicate medical information.

Felicia had never thought of the value placed on such things before, preferring instead to pilfer jewelry for the sheer glamour of it but now, as she leapt nimbly from the tree branch and over the barbed wire she realized how lucrative stealing information could prove. Perhaps, after she finished with his venture she would make a new name for herself pilfering information.

As Felicia carefully stalked towards the building she heard the unmistakable sounds of footsteps, walking carefully along the snow dusted pavement. Grimacing, she pressed herself up against the side of the data center, watching and waiting as the stocky security guard walked around the nearby corner, the beam of a flashlight playing on the ground. He was middle aged, that much she could determine, and Felicia knew that he would fall easily.

Not knowing what kind of security she would find inside, she waited for the man to walk passed the spot where she was hiding. Then, silent as a shadow Felicia crept up behind him, wrapping an arm around his neck and seizing the wrist that gripped the flashlight with her opposite hand, her claws digging into his skin.

The man let out a choked gasp of surprise and pain, the flashlight falling out of his hand. He staggered backwards, faster than Felicia had anticipated, attempting to back her into the wall of the data center. Without missing a beat, Felicia braced one foot against the wall for leverage and, shifting her arm from his neck to his shoulder, managed to flip herself over, arching over the guard's head until she stood in front of him, smiling into his bugging eyes. Then she seized his face in her free hand and bashed his skull against the wall of the data center, smirking in satisfaction when he slumped to the ground.

Swooping down, Felicia grabbed the guard's badge, smiling to herself when she noticed the access bar printed along the bottom. The man was to be her ticket into the data center and she felt somewhat bad for having to leave him slumped so undignified on the snowy ground but time was of the essence. With a swagger, Felicia continued to skirt around the edge of the building until she came upon a plain black door. There was an access pad on the side and she swiped the guard's badge through it, grinning in satisfaction when she heard the soft click of the lock.

She found herself in a long plain hallway, similar to the one that lead to the visiting office in Ravencroft. There were doors branching off all along the hallway and Felicia felt suddenly overwhelmed by how big the task ahead of her could prove. Octavius had insisted that he had absolutely no idea where his data had gone too and as angry as she had been at his uselessness in that regard she'd had to steal herself into realizing that there really was no way for the doctor to have known.

However she would not easily allow herself to be undeterred. Racing along the hallway she glanced into the small windows of every door, seeing nothing but dark offices, all locked for the night. Just as she was beginning to give up hope she stopped at one of the last offices in the building, the blue-white glow of a computer screen bringing her to a halt. There was a young man inside, a few years older than she was, the light of the computer reflecting off of square glasses.

Judging from the smirk on his face he was evidently enjoying what he was seeing on screen.

Shaking her head at the stupidity of the male sex, Felicia pressed her back to the wall next to the door and knocked loudly, smirking when she heard the clatter from within announcing the man's surprise.

The second he opened the door she seized him by the shirt, claws digging into the fabric and all but threw him against the opposite wall. Dazed he stared up at her in pained surprise, his dark skin flushing with embarrassment and anger. He was dressed in a dark grey hoodie and black jeans and his black hair was pulled back into a lazy ponytail.

"Well well well," Felicia said and she kicked him in the ribs. He coughed and stooped, clutching his stomach in pain but Felicia did not relent, not just yet. She pinned him to the wall with a boot to the chest, pushing him just hard enough to exert pressure and keep him from moving. "Just when I thought I was going to have to trash every single network in this building, what do I find but you, a tall, dark and handsome fella staying after hours doing some handiwork."

She grinned at the embarrassment on his face and outright laughed when he fumbled with his open fly.

"Let's cut to the chase stud," she said, "I really don't have a whole hell of a lot of time on my hands right now and I'm guessing there's about twenty five thousand ports of data in this fine building. Can you or can you not tell whose info is stored where?"

His eyes glued on her, the man seemed to stunned to speak. Growling at his stupidity, Felicia dug her heel in harder and knocked him to the floor with as much effort as if she'd been closing a door. She pounced on him, straddling his chest with her thighs and pressing a clawed finger to his lips, grinning when his eyes practically bulged out of his head.

"Don't make me have to utter some cutesy quip about a cat getting your tongue," she said with a sigh. "That kind of stuff is best left to trashed up tarts in ripped up leather pants and artillery bras and I am far too classy for that." She leaned closer to him, her nose almost to his, resisting the urge to gag when his Cheeto scented breath assailed her nostrils. "I'm going to ask you again handsome; is there a way to tell where a specific person's data is stored in this place?"

The man nodded and Felicia smiled.

"Good!" She said in a chipper tone, taking her finger off of his lip and standing up. "I don't think I need to tell you that you're going to help me find just what it is that I'm looking for, right?"

"N-no ma'am," the man said in a nasal voice. "N-not at all. Uh...who are you looking for."

"I think that conversation is best saved for somewhere a little more private and get-me-information-y, don't you think?" She grabbed the man by the front of his hoodie and pulled him back into the room from whence he'd come. As she forced him back into his office chair she noted that her initial assessment of what he'd been viewing proved only too true. However she didn't have time to grill the man over his pathetic activity.

Taking her silence as a cue, the man quickly exited from his web browser and hastily began typing and clicking away, his eyes darting nervously to Felicia every few seconds as though afraid she would gore him with her claws if he hesitated in even the slightest. After a few minutes, he pulled up what appeared to be a virtual blueprint of the data center and Felicia noted with interest that the rest of the building above wasn't divided by floors at all. It appeared to simply be a three story tall network of data racks with ladders set into the sides of the storage units.

"How sophisticated," she muttered.

Swallowing heavily, the tech asked, "Uh...what's the name you're looking for ma'am?"

"Otto Octavius," Felicia replied, "and stop calling me ma'am. It makes me sound so wretchedly old."

"Y-yes ma'am," the tech stammered, entering the doctor's name into his computer. There was a shrill beep, and Felicia saw a small red dot flash on the computer screen, several levels above the floor overhead. "That's, uh, tower C," the tech said. "Ninth stack, twenty-third row. Th-the name should be printed over top of the data drive."

"Thank you!" Felicia said cheerfully. "You've been such a great help." And with that she seized the man by the back of the head and bashed his face onto the desk, knocking him out cold.

She hurried out of the room and took the flight of stairs at the end of the hall. When she stepped into the central data room she couldn't help but stop and stare in wonder. It was vast, finishing off the three story's of the data center. Bathed in blue light given off by the many hard drives it reminded Felicia of some kind of digital aquarium. There were hard drives mounted onto the walls behind her that spanned rows and rows, protected by glass windows and doors, yellow ladders giving access to the maze of technology. But the most striking feature were the six towers set in the middle of the room, towers that were shaped like squares and as long as a hallway.

Her initial guess that there had been at least twenty five thousand hard drives seemed suddenly puny compared to how much information she was looking upon now. Grinning, she glanced upwards at the six towers in the middle of the room and, noticing that large letters had been set against the black tops of the pillars, headed towards the one marked C.

Yellow ladders ran up the center of the spires and as Felicia climbed she counted off the levels until she came to level nine. Lithely she hopped off of the ladder and walked down the hallway of hard drives, the blue glow basking her in digital moonlight. She found the name OCTAVIUS.O printed on a neat, small white label over a hard drive nearly at the end of the aisle. There were several cords plugged into the black hard drive, connecting it to the computer network and power system of the data center.

Satisfied that her task had gone off without too many hitches, Felicia unplugged the drive from its rack and tucked it securely under her arm. She turned, prepared to sprint back down the aisle and out of the tower but was brought up short by the figure standing several feet behind her, blocking her escape.

"Tell me something," Spider-Man said, sauntering easily towards her, "does that really do it for people? The push-up bra and the low plunge top I mean. Does it really work as a distraction?"

Felicia scowled at the web-slinger but nonetheless answered, "It isn't a push up. And as for being a distraction...well, you tell me. Are your spider-senses tingling at all?"

"Only in the usual way."

"Oh that stings me Spider, really."

"Well as charming and beautiful as I find you I'm going to have to ask you to kindly put that little doo-hickey back where you found it."

"I don't want too!" Felicia said with a pout. "I think it's pretty."

"There are prettier things. Like jewelry and stuff."

"Way ahead of you Spider."

"Come on now I'd really hate to give that pretty face the same treatment you gave poor Doc Octavius' the other day. Just put it back nice and easy."

"Ooh what are you going to do if I don't, spank me?"

"You're seriously flirting with me aren't you?"

Felicia stopped, inches in front of the web-slinger. They'd been drawing closer to each other the whole while they'd been speaking and now she was close enough to see herself reflected in his slanted eyes. "Is it working?" She asked in a husky whisper. Whether or not it was she didn't wait to find out. Deftly she kicked the wall-crawler square in the chest, sending him flying backwards through the length of the aisle and over the edge of the tower. "Whoops clumsy me," Felicia said with a laugh. She turned and sprinted down the opposite direction, leaping over the edge and landing squarely on the floor below.

However the second she stood up she felt a great tug below her arms and the next second the hard drive was pulled away from her, carried on the strong but slender end of a length of web. Spider-Man whipped the webbing towards him, deftly catching the drive and coming to rest, stuck backwards on the glass window that protected the drives surrounding the room.

"That's not fair!" Felicia called up to him, plumping out her bottom lip in a dramatic pout. "You've got all those gizmos and stuff. You should've at least given me a head start. Say, right back to my place."

"I've given you enough of a head start," the web-slinger replied, "about two unconscious men's worth of one. And as for your place...well I'm not really in the habit of going home with strange women I've only just met."

"But that's the beauty of it," Felicia replied, "you come with me and we won't be strangers to each other anymore. We can even leave our masks on. It'd be kinkier that way."

"Sorry but I'm more of a vanilla spider."

"Aww that's boring. Well in that case I guess I'm just going to have to...cut you loose." And with that Felicia reached into the side of her boots and pulled out two razor sharp shurikens, throwing them through the air so quickly that even Spider-Man's senses weren't good enough to dodge them. The wall-crawler let out a gasp of pain as the projectiles caught him in the shoulder and the wrist of the hand that had been holding the hard drive.

With expert precision, Felicia caught the drive as it fell and took off at a run towards the doors she had come through. She'd only gone several paces when something caught at her ankles and she fell flat on her face, the data container flying out of her hands and landing on the floor several feet away. Struggling, she looked over her shoulder and saw with great irritation that Spider-Man had caught both her feet in a shot of sticky webbing.

"You bastard!" She said through clenched teeth as he swung over head towards the fallen drive.

"Sorry," he said, sauntering towards her with the hard drive in hand. "I guess I just felt a little upset at having had a couple of throwing stars embedded in my body. I'll play fair next time, scout's honor."

"Honey, there isn't going to be a next time," Felicia said with a leer and, stretching her arm as far she could, she cut through the webbing with her claws as easily if it were butter.

"Now who's using gadgets?" Spider-Man fired back as Felicia got to her feet.

"Hey, I'm full of surprises," Felicia replied as she sauntered towards him. "Care to pat me down and find them all?"

"Those lines are actually going to work on me after a while."

"Oh I think they're working already," Felicia replied confidently, stepping into the web-slinger's personal space. "You're really not using all your power to stop me from getting this thing, I can tell."

"Oh yeah? Why's that?"

"Because," Felicia replied huskily, draping her arms around his shoulders, "you're trying as hard as you can not to show that I'm actually working on you." She slid a hand down his side, marveling at how hard his body seemed in spite of his wiry form. His breath hitched in his throat and, on impulse, Felicia quickly pressed her lips to the part of his costume where she knew his own would be. It was a brief kiss, barely a peck but it did the trick in distracting him enough.

Quick as a shot Felicia dug her claws into the wall-crawler's wrist once more and caught the drive just as it fell. At the same time she kicked him in the side of the head, sending him sprawling several feet away. Not bothering to waste a moment of time, Felicia leapt onto the nearest ladder and scrambled up into the confines of an aisle high off the ground.

"Okay now who's not playing fair!?" Spider-Man called up at her.

"I'm sure I don't know what you're talking about!" Felicia replied back, wrenching the plugs out of several other hard drives she found. If she couldn't get out of here using her agility she knew the next best thing was to confuse the arachnid.

"You know perfectly well what I'm talking about! Using your feminine wiles to get me all...all hot and bothered...not that you noticed."

"Oh trust me Spider," Felicia said with a purr. "I noticed. You're wearing a skin-tight suit it was kind of..._hard_...not to notice."

"Very funny! Look, let's just get this over with so that one of us can go home and take a cold shower."

"Fiiine," Felicia drawled, setting Octavius' drive down on the floor and picking up an armful of other data cores. "You've got me feeling sorry for you although it does kind of hurt that you'd rather douse yourself in ice water than take the time to think about little old me."

"I'll be doing plenty of thinking," grumbled Spider-Man.

"Catch Spider!" Felicia called and she lunged her armful of hard drives over the edge. She cackled with delight when she heard Spider-Man let out a cry of alarm. He shot out several lines of webbing to catch the drives but in doing so gave Felicia the time to collect several more pieces of technology to throw over the edge. Soon there was a veritable score of web lines criss-crossing around the dimly lit chamber.

"I'm...going to...run out of this stuff if you keep...doing this!" Spider-Man called, firing several more lines as Felicia tossed a new armful of hard drives over the side of the spire.

"Don't be stupid," Felicia replied, grinning as she looked out over the silvery threads that stretched to almost every corner of the room. "Men don't run out of that kind of juice, not even spider-men. Unless of course you really can't do whatever a spider can."

"Ouch," the web-slinger said, staring up at her.

"That's right, kitten's got some claws."

"I'd kind of noticed that," Spider-Man replied dryly. "You know it just occurred to me that none of these are actually the drive that we're fighting over."

"Ooh nothing gets by you Spider," Felicia said with a smirk.

With a mock-authoritative air he said, "Don't you make me come up there young lady."

"What are you going to do?"

"You mentioned something earlier about spanking."

Felicia laughed and stood back, quickly unplugging the cords from yet another hard drive and stowing it at her feet. A line of webbing appeared mere inches from her face and the next second Spider-Man himself crawled up the thread, stepping onto the aisle in front of her.

"So," he said, "this has been...interesting."

"Not as interesting as it could have been Spider," Felicia said. "You know the offer still stands to come back to my place later. Nothing like a little bit of adrenaline to get the blood rushing in all the right places."

"Tell me about it," he muttered. "And as much as I'd love to be your personal scratching post for the rest of the night I've got a doctor's appointment. And you've got my note at your feet."

"Oh fiddle dee dee," Felicia sighed. "Right down to brass tacks aren't you Spider? No time for fun."

"Not these days." He paused, staring at her with his head cocked to one side. "Who are you anyway? What exactly do you stand to gain by stealing Doc Octavius' research?"

"Oh let's leave a little mystery in our relationship, huh lover?" She hesitated a moment, looking into his reflective eyes once more and seeing more than just her reflection in them. There was a man under there, that much she know from personal physical contact. "Unless of course...you show me yours and I'll show you mine?"

"Again," he replied, "tempting but not likely."

Felicia sighed and stooped down, picking up the false hard drive and handing it to him. "Here," she said, "I guess you caught me fair and square. Just make sure you do the right thing with it...whatever that means." She strode passed him, prepared to leap down the tower to the floor below but before she could she heard him say, "Nice try kitty cat."

Felicia turned, stunned not only by his perception but also but his use of Harry's nickname. She miscalculated her steps however and the next second felt herself slip off the edge of the column.

"NO!" Spider-Man shouted, and there was something so strange in his voice, something that touched her in the very core of her heart even as she fell. He sounded pained, almost as though he was losing something precious and before Felicia could even roll herself over to land with what would have perfect ease on the floor she saw him jump after her, propelling himself through the air and firing several lines of webbing that caught her exactly in the midriff, jerking her to a halt inches above the floor.

"Jesus, Spider," Felicia whispered as he walked around her and tore the webbing free. He was breathing heavily, his fists clenched into tight balls at his sides. Once more she realized that underneath the mask was a human being, somebody who, like her had his own pain and past, his own driving forces that had set him on this chaotic path. She stared at him, torn between confusion and respect. Awkward silence hung between them for a long moment. Felicia took a step towards him, filled with a desire to comfort but he backed away, shaking his head.

"I'm sorry," he said, his voice rough.

"Sorry you saved me?" Felicia said with an arched eyebrow.

"No," Spider-Man replied instantly, "God no. It's just...something to do with what happened to the guy under the mask, alright?"

"I understand," Felicia replied. "Look, I didn't mean to pull the wool over your eyes Spider...The real hard drive's on the floor up there," she jerked her head at the tower they had both fallen from. "Just promise me you won't call the cops, alright? This is one kitty who doesn't like being kenneled."

Spider-Man nodded and fired another line of webbing at the spire, climbing up as nimbly as his namesake.

Narrowing her eyes, Felicia walked around the room and slashed at several of the webs he had shot out to collect her decoys. She felt sympathy for him, especially after hearing his heart-wrenching cry when she'd fallen and there was something about him that struck a kindred chord in her but Harry had her loyalty first. In any event, if Harry ever did find out that she'd simply let his hated nemesis walk away with his latest conquest she had no way of knowing what he'd do.

She held the webs in her hand, leaving one heavy hard drive dangling from the end.

"That went rather smoothly," the wall-crawler said, re-appearing at the entrance to the corridor. To her satisfaction, he decided to jump to the floor and the second he was in mid-air Felicia let the webs she'd collect loose, smirking when they collided with the man who had originally released them and tangling him completely in thick thread.

Caught by surprise, Spider-Man dropped the hard drive as the webs pinned him to the wall of the tower, sticky and heavy. Deftly, Felicia once more caught the hard drive.

"Not! FAIR!" The web-slinger yelled in frustration, squirming under the weight of his own webs.

"I just love a seeing a man tied up," Felicia said with a teasing grin. She blew him a kiss and added, "Til I cross your path next time Spider." Then she turned and sauntered away, ignoring his angered cries of protest.

Triumphantly, her heart racing with the success of her mission, Felicia raced down the stairs and back into the corridor where she'd earlier accosted the tech. Now she would return to her penthouse, plug the hard drive into her laptop and see for herself just what it was that Harry was so keen on learning about Otto Octavius' research.

She had just passed by the tech's office where he was still unconscious when something made her stop in her tracks, staring hard at the bulky black brick in her hand. How was she to know that Harry hadn't guessed her plan of action? He probably wouldn't care that she was planning on handing the hard drive over to him the second she learned what it was that he was seeking. If she waited to return to her penthouse she would most likely be risking a tussle with one or even several of the henchmen still in OsCorp's arsenal.

Grimly, Felicia turned on her heel and stormed into the tech's office, pushing his chair with him still snoring softly in it across the room and into the nearby wall. She found the USB connection and plugged it into a free port on the tech's computer, navigating her way to the folder. The hard drive, she discovered, was filled with various types of documents, ranging from text to PDF's to videos and spreadsheets.

And Felicia, drawn by her own curiosity, clicked on whatever struck her fancy, her eyes widening the more she discovered. Blueprints and schematics for robots, robots that looked like insects and stood almost five feet high. Documents describing the origins of the project, detailing it's usages in the world. Clicking on the spreadsheets Felicia discovered potential buyers for the robots, many of them arms dealers and military supply chains.

Octavius was building killing machines, she realized with a sickening feeling of cold dread. Killing machines that could be programmed to follow the signature of a single person or machine. And unlike humans, these machines seemed to be virtually indestructible, capable of following their target over almost every kind of terrain, not able to be waylaid by the kinds of damage that would kill or injure a normal person.

This was all that Harry wanted. A weapon.

Octavius could be creating them for benevolent purposes for all Felicia knew. He could be genuinely wanting to aid the armed forces but the second Harry got his hands on them Felicia knew that he would only utilize the doctor's research to make these murder machines all the more deadly. And judging from several of the schematics Octavius had more than one model in mind.

Disgusted and shaking, Felicia yanked the USB cord out of the computer. Tucking the hard drive under her arm she stormed back up the stairs and into the data chamber. Spider-Man was still stuck to the wall, although he'd managed to work his way through most of the webbing. Without a single moment's pause Felicia climbed up the ladder of the tower he was stuck to, unsheathed her claws and sliced through the remaining webbing, hopping back down to the floor below just as the web-slinger landed.

"Alright," he said cautiously, "what brought you back? It couldn't have been my stunning good looks."

Felicia thrust the hard drive into his arms. For a moment Spider-Man stared at her in bewilderment and she didn't blame him at all when he said, "Are you being perfectly kosher this time? Not to sound like the trust has gone out of our relationship but you know what they say about being once bitten."

"I'm kosher, Spider," Felicia replied seriously. "Now I've seen what's on there..." She shook her head, glancing at the black hard drive with disdain. "There are too many wrong hands that this kind of stuff could fall into and let's just say that I don't think yours are one of them."

"You sure? Spiders are famous for having eight arms. One of them's gotta be bad."

"Well from what I can tell you've only got two and they seem pretty strong and true to me." She turned, prepared to walk away but once more his voice called her back.

"Cat, wait!"

She stopped, looking at him over her shoulder. With a grin she said, "Cat?"

Spider-Man shrugged. "You call me Spider, so I figure it's fitting." He sighed, looking back down at the hard drive. "Thank you," he said. "This...I didn't want to have to go chasing you all over the city to get this back."

Felicia chuckled and, as she walked away said, "One thing you should know about black cats, Spider...they rarely ever cross your path only once."


	5. Visiting Hours

_That has to have been one of the most unorthodox encounters I've ever had with a burglar_, Peter thought as he swung along the underside of the bridge leading back from Staten Island. The hard drive was tucked safely into his ever handy backpack, which he had webbed securely to a low pine tree outside the data center. As much as he hated to admit it he was having a difficult time forgetting about Black Cat, the least problem being the way she'd managed to get under his skin.

She was beautiful, provocative and held the kind of mystery that he hadn't ever confronted in a woman before...except for the as yet to be seen Mary Jane Watson. He'd been so guarded, built the wall around himself regarding anything close to romance ever since Gwen had died so strongly that it both surprised and unnerved him that he couldn't shake off the slinky thief. She was dangerous, that much he knew for certain and completely ambiguous, a wild card in the city's criminal underbelly but that only served to intrigue him all the more.

He felt almost ashamed for letting her enthrall him so and, as he swung onto the roof of a building opposite the end of the bridge he simply chalked it up to not having been involved in the dating scene for so long.

_Yeah_, he told himself bitterly, _just keep thinking that Parker. River in Egypt and all that, remember_? The fact that he'd been so horrified to see her fall was enough to shoot down any and all mental protest he tried to give himself. Something in him had snapped, seeing her snowy white hair fan out behind her as she'd toppled off the side of the data spire and all he'd been able to see was when he'd looked down was Gwen, staring up at him with her eyes wide and shocked. _You really know how to a learn a lesson don't you_? He thought savagely as he swung through the cold, empty streets of Bay Ridge. The second he'd shot that line of webbing to catch Black Cat's midsection he'd instantly regretted it and knew full well that it was only the thief's enhanced abilities-however in the world she'd gained them-that had prevented her from meeting the same fate as Gwen.

He shook his head, propelling himself into a smooth arc and letting go of the web clutched in his hand. For second, he allowed the thrill of the free fall to clear his head as he rushed towards the empty street below. Before he hit the pavement, he fired another web at a lofty townhouse and pulled himself out of the dive, swinging underneath streetlights as he shot through the quiet neighborhood. It was after eleven now and he still had to make it to the university before the good doctor locked up for the night.

The peaceful, picturesque suburb was also making him think of another quiet neighborhood, one he hadn't been to in weeks. Eddie's earlier words about Aunt May, along with Betty's having talked to her that afternoon had served to make Peter feel perfectly guilty for having not as much as called her since Thanksgiving. In any event, he knew that it wouldn't be long before he ran out of webbing. Black Cat's usage of decoy drives had made him exhaust more thread than he'd anticipated and between the journey to Staten Island and back he'd be lucky to make it from NYU back to his and Eddie's apartment without have to truck surf.

He avoided using the Brooklyn Bridge to get back to Manhattan. He avoided using it whenever he could even as a regular pedestrian of the city. It was too painful a reminder of what he'd almost been able to have with Gwen, of what he'd tried to have. Instead he opted for the Manhattan Bridge, crawling on the underside the better to conserve his depleted webbing, purposefully avoiding looking to his left.

Once on the opposite side of the bridge he was free to swing and crawl at greater heights, swooping past dark windows and snow dusted balconies, doing his best to keep his thoughts off of his run-in with Black Cat. She was a mystery, an uncertain one at that and he didn't have time in his life to play twenty questions with a wild-card, no matter how attractive that wild-card happened to be.

NYU was dark by the time he arrived at it, the only lights issuing from the bubble street lamps that peppered the paths of the campus below.

At least at first sight.

Peter swung to the technology building and saw to his immense relief that there was still a light in the office he had visited earlier that afternoon. Octavius had waited for him and as Peter crawled towards the window he briefly wondered if the man had anything to go home to at all. He had said that he'd only recently moved his offices to the city but lots of professionals new to the Big Apple seemed to carry some sign of their home life. He rapped on the window and a moment later the doctor opened it, his bandaged face brightening when he saw the web-slinger stuck to the side of the building.

"Did you get it?" He asked, stepping back as Spider-Man crawled through the window. He was wearing a thick, dark green trench coat and gloves. Evidently his patience wasn't as limitless as Peter had initially thought, not that he could blame him. Octavius was new to the city and it wasn't exactly the safest thing in the world to be heading across New York City alone at night, even if it was the Christmas season.

"Got it good," Spider-Man said, slinging off his backpack and extracting the bulky hard-drive from within. "Wasn't exactly a walk in the park getting it either, doc."

Octavius frowned, taking the drive from the web-slinger's gloved hand. "You mean...you mean you actually had to fight _them_?"

"_Her_," Spider-Man corrected, watching with interest as the doctor stared almost reverently at the hard drive. Octavius looked up, his face flushing pink with embarrassment. "You didn't have to keep it all hush-hush, doc," Spider-Man added with an easy shrug.

"It's not exactly something a man would want to admit to," Octavius said quietly.

"Well in your defense she wasn't exactly a normal woman." Thinking back to his tussle with Black Cat, Peter chuckled softly to himself. Saying that the thief wasn't an ordinary woman was a massive understatement. She'd moved like her namesake and certainly been stronger than he had anticipated. "That woman must have a real easy time dodging people trying to pick her up," he added, noticing that Octavius still looked sullen and wanting to say something to cheer him up.

The doctor shook his head and said, "As long as she didn't find out what this research contains I guess I can forget about this whole thing. Forgiveness on the other hand...that might only come about if she pays for my medical bills."

"Uh, yeah," Spider-Man said awkwardly, rubbing the back of one leg with the other, "about that...I can't say for sure that she didn't find out what's in that little black box."

"What?!" Octavius' good eye widened in horror as he whirled around to face Spider-Man, who held his hands up to calm the man down.

"She got it out of my hands for five or so minutes," he said hastily. "Just enough time for her to plug the hard drive into a computer and take a look-see for herself. She gave it back to me right after." He paused, cocking his head to the side and added, "I'm guessing she didn't like whatever it was that she found in there...which means I might not like it either." He frowned beneath his mask, fixing Doctor Octavius with a measuring look. Suddenly he wondered just what in the hell it was that he had stolen back for the man and whether or not he should have offered his service in the first place. Black Cat didn't seem to be a woman possessed of too many scruples so whatever it was that the doctor was researching clearly wasn't something that involved lollipops, puppies and rainbows.

Octavius slumped into his chair, staring at the hard drive, his face lined with exhaustion. For a moment Peter expected him to be completely tight lipped on the subject of his research. After all, he'd gotten from Spider-Man exactly what he wanted and had no reason not to keep mum. A part of Peter, the part that clung to his civilian life like a life raft on stormy seas, wasn't even sure he wanted to know.

"You don't have to tell me," he said cautiously, taking a step towards Octavius' desk, "but if the past has taught me anything it's that scientific research involved with Richard Parker isn't usually of the potato-and-copper-wire variety."

Octavius frowned at him. "What exactly do you know about Richard Parker anyway?"

"Use your imagination doc," Spider-Man replied. "I didn't come out of the womb crawling up walls and lifting up police cars."

"So it's true then? Richard's research...it actually worked. He made you what you are."

_In more ways than one_, Peter thought with a wry grin. Out loud he said, "Not that he had a direct hand in it. I've been around the block, doc and I've found out a lot about Richard Parker and...and the work he was doing for OsCorp. That company may be deader than a door-nail but I'm not stupid enough to think that all their notes just vanished into the ether. Please...if you're willing can you at least tell me why I had to risk my neck getting this for you?"

Octavius said nothing for a moment, his gaze fixed on the blank wall over Spider-Man's shoulder. Then, sighing heavily as though he was acting against his better judgement he said, "My time with OsCorp was brief compared to a lot of other scientist's. I got out a long time before Norman started running the company into the shall we say darker side of the field. But I was there long enough to develop a rough outline for...well for want of a better word, robots."

"Robots?" Peter repeated and the doctor nodded, running a hand through his chestnut hair.

"Programmable robots, for military use. Almost like drones but able to be calibrated to seek out the signature of a single target. Completely indestructible, able to traverse a variety of terrains...it was going to be a great help to the armed forces...at least until Norman started adding I'm sure what passed in his twisted mind as improvements."

"Like what?

Octavius shook his head bitterly. "Like how to use them on his enemies for starters. All it takes is one sample of the target's signature and the next thing you know you've got one of these machines tearing up a city block to hunt down ex-wives or bank officials...or politicians. It opened up my eyes to what could happen if they fell into the wrong hands. I shut everything down and went as far underground as it was possible to go but...well what can I say? I need the money and...and everything that's happened in the last several months, in this city especially...I feel as though these machines could prove a remarkable asset to the police force."

Peter was silent for a moment as he processed the doctor's words. His research presented a serious conflict of interests that was true enough. If all these machines required was one simple signature then there was no telling what would happen if they ended up in the possession of some sociopathic madman...someone like Harry Osborn. It sickened him to realize that it was his former best friend who had most likely employed Black Cat to steal Octavius' research in the first place although the fact that she'd betrayed her employer tampered that somewhat.

Still, there was no way to doubt that the world could gain a great advantage from having something so valuable on it's side, particularly in dealing with super-powered wackos like Electro and the Vulture.

_Just because it's going to make your job easier doesn't mean it's the right thing to do_, said a cautious voice in his head that sounded like Gwen's. It was exactly the type of reasoning she would bring him around to seeing.

"I'm not here to pass judgement doc," Spider-Man said finally. "But...there are a lot of variables here...ones that don't exactly rub me the right way." He walked calmly towards the window, not even pausing when Octavius stood up, an imploring look on his face. "It's your research and it's your dream I guess. But I'll say this...OsCorp's not as dead as you think it is. Your run in with our friendly burglar should be enough to make you see that."

"So you're saying I should shut it down?" Octavius said and Peter was surprised to hear anger in the man's voice for the first time. Sighing, Spider-Man, pushed the window open and fired a line of webbing into the night.

"I'm not telling you what to do," he said, "I'm just hoping that you'll do the right thing." And with that, he swung out of the office and away from the university, his thoughts clouded with all that he'd gleaned from the night's events.

It was a lot to take in, almost too much. New York City was massive, if not in terms of square kilometers than at least in terms of people. There were as many good citizens as there were unscrupulous ones and it wasn't entirely on him to keep them safe, that much he knew all too well. There were people like George and Gwen Stacy who had worked tirelessly and without any super-powers to keep the people safe. The police force had stepped up their game since the attacks by the Rhino and scum like Cletus Kasady. If they had robots on their side that could withstand attacks even Spider-Man couldn't walk away from then it would not only put them at an advantage but also mean less work for him to do.

And, as he swung towards the bridge to take him to Queens, he realized that at the root of all his problems was the fact that his duty as Spider-Man had started to supersede his life as Peter Parker and he wasn't at all happy about it. Those months following Gwen's death had passed in a listless, grieving blur. He had hated the very sight and mention of his web-slinging persona because it only served to remind him of what he couldn't do, what he would never be able to do.

_I can save as many people as I want but there's always going to be somebody who gets hurt no matter how hard I fight, no matter how smart or strong or fast I think I am._

He arrived at the quiet, almost entirely silent street where Aunt May lived. Quickly, he made his way to the alley behind her house and, using a beat up old RV as cover, quickly pulled his street clothes out of his bag and changed. He approached the house from the cramped but tidy backyard, his footsteps crunching through the snow. There was a light issuing from the neighboring house and it was sheer curiosity that made Peter turn to glance at the source.

There were gossamer red curtains over the second floor window that faced the backyard and he could just see the blurry form of somebody moving around behind it. Somebody with long hair and a slim, feminine body. His face burning red, Peter instantly looked away, chiding himself for his brief moment of voyeurism.

_Damn Cat_, he thought, _who does she think she is, getting my hormones going after being dormant for so long? Next time I see her I'm taking her to the vet to get her de-clawed. _Then, realizing that he would more than likely never cross her path again in spite of her cryptic words, Peter quickly picked his way around the side of the house and went to the front door. He'd intended on using his spare key to quietly enter the house without waking Aunt May but the second he had mounted the steps he stopped, frowning when he saw that the lights were on in the living room.

He knocked on the door and said, "Aunt May? Are you home?" His spider-senses hadn't gone off so he knew that nothing was wrong besides the fact that she was awake and almost a quarter to midnight. His initial theory that she'd just left the lights on was proven false when she opened the door and smiled warmly at him.

"Peter!" She said, ushering him into the cozy warmth of the house where he'd grown up. He'd just stepped across the threshold when the small woman pulled him into a tight hug, still smiling up at him. Peter was surprised to find her still wearing her blue medical scrubs. Her dark hair was pulled into a comfortable ponytail and despite the warmth in her gaze he could tell that she was exhausted. "You must have caught your death out there! Come on, I was just going to fix myself a night cap anyway."

"What are you still doing up?" He said as he followed her into the living room. She'd already set up the Christmas decorations, the tree he had grown accustomed to seeing all his life standing in front of the window, lights twinkling merrily. She'd even gone to the trouble of pegging up his old stocking over the TV set.

"Oh they had us running late today," Aunt May said, walking into the kitchen. "A lot of people are driving like maniacs as usual and the roads don't help. Luckily there wasn't anything too serious."

"They better have given you overtime for that," he said warningly. Aunt May gave him a look that plainly told him they had and he smiled, reaching over her head to grab two coffee mugs on the topmost shelf that was out of her reach.

Peter never failed to feel proud of how his aunt had managed to make her way up to being one of the head nurses at the hospital. In spite of the well deserved respect and increased pay that had come with the position she had refused point blank to move out of her home, preferring instead to pay off the rest of the mortgage so that she could live more comfortably. The brand new automated digital coffee machine she was setting to make their hot chocolate was a prime example of that.

"I'm sorry I haven't called since Thanksgiving," he said guiltily. Aunt May shook her head, undoing her ponytail as she passed him a steaming mug of cocoa.

"Don't worry about it. I know how busy that fascist slave-driver works all of you." Her lips pursed at the mention of J. Jonah Jameson and Peter chuckled softly. Aunt May had won over many of the Bugle's staff with the baked goods she had sent to the office with him over the months and it was no secret that one of her primary ambitions was to lay into the editor in chief. She grinned a little over the brim of her mug and added, "I take it Eddie gave you a guilt trip on my behalf?"

"And Betty," Peter said.

"Well it's good to know that I've left you in capable hands."

Peter sighed heavily and took a swig of hot chocolate. The coffee maker had prepared it perfectly of course but he still would have preferred a mug of the cocoa that Aunt May had made for him growing up. She'd sweetened it with honey and cinnamon and although the flavor was never even twice in a row it never failed to remind him of simpler times. His gaze fell upon a picture of himself, his aunt and Uncle Ben that rested on the window sill.

"I wish I knew that you were in good hands too," he said softly. His eyes met Aunt May's knowing look and somehow he felt even more guilty.

"It's not as though I stay cooped up inside all day knitting sweaters," she said testily. "There's work, I go out for jogs..."

"Scrabble with Anna Watson?" Peter supplied with a smile, remembering Betty's earlier words.

"Every Friday night like clock-work," Aunt May said with a nod.

"Well...I'd still feel better knowing that there was someone taking as good care of you as Eddie and Betty are of me."

Aunt May's eyebrows arched and she stared at her nephew in surprise. "Peter Benjamin Parker are you telling me that you wouldn't feel even in the slightest bit humiliated if your old aunt started dating again?"

"You're not old," Peter said with a roll of his eyes. "And...well I mean I'd have to meet the guy first but...it's not like I'd stop you."

"Sweetheart, I'm completely fine. It's been a lot easier with Anna and Mary Jane around." She paused, taking a sip of her hot chocolate and even before she spoke Peter knew exactly the turn her thoughts had taken. "I don't know if anybody's told you yet but-"

"Mary Jane is single again," Peter said, rolling his eyes. "I've heard it from more people than you'd think today."

"She is a very nice girl Peter," Aunt May said gently.

"I'm not saying she's not it's just..." He sighed and looked back at the picture of the little family unit that they had once been. It had been taken shortly after Peter and Uncle Ben had painted the small back patio and there had been a smear of off-white paint on Peter's face but he'd still insisted on them taking the picture. It seemed like such a long time ago, so long that he almost looked like a stranger even to himself. His face didn't have the harsh edges that years of fighting against evil had given him. Even Aunt May looked almost ten years younger in the photo and it really hadn't been that long ago.

He felt his aunt's gentle hand touch his. Starting, Peter looked around at her, unaware that he'd spaced out for so long. She gazed knowingly at him, the way she always did when she knew exactly what he was thinking of. And in this case, although he'd been looking at a picture of himself, her and Uncle Ben his thoughts had somehow managed to stray to Gwen once more.

"We shouldn't be pressuring you sweetheart," Aunt May said gently, stroking the back of his hand with her thumb. "I know I can't speak for anybody else but I'm just worried. I'll always worry. You're my boy Peter and I want to see you happy and I know that being buried in your obligations isn't making you happy at all. You're still so alone. And I don't like seeing you like that."

"I've...I've got Eddie and...and people at the Bugle...and you."

"Yes but Peter it's different with you. You can be as surrounded by as many people as you want but you're only ever alone if you refuse to open up to them. I'm not saying you have to rush out and elope with Mary Jane. You don't even have to date her if you don't want. What I'm saying is that it seems like you could use more friends. In fact, I _know_ you could use more friends. And I think Mary Jane would be a perfect one for you."

She smiled at him and Peter, in spite of the reservations he held over the whole Mary Jane Watson situation, felt grateful for his aunt's words.

"Thanks Aunt May," he said softly and she smiled at him...a smile that instantly turned into a frown when her thumb brushed over the cut on his wrist. Aunt May drew her hand away from his and stared at the spot of dried blood on her finger. Instantly, Peter drew his hand into the sleeve of his jacket, silently cursing himself for having not taken care of his injuries sooner. The wounds Black Cat had inflicted on him weren't as bad as they had been, his powers allowing him the time to heal during the trip around the city but it wasn't as though they'd vanished altogether.

"Peter what happened to you?" Aunt May said, staring at him with wide eyes.

"It's nothing," Peter said automatically. It was something he had said to her so many times before and he knew she was long tired of hearing it by now and as usual she didn't look at all convinced. For her benefit he added somewhat lamely, "I just, uh, had a run in with an alley cat earlier."

"Alley cat?" Aunt May repeated in disbelief. "Peter Parker, please tell me that you weren't stupid enough to _walk_ all the way over here."

Peter was spared having to tell yet another dog faced lie to his aunt by a loud knock on the side door that made them both jump. Peter glanced at Aunt May in confusion but before he could venture to ask just who in the world she had calling at after midnight a sharp, bossy sounding voice called from the other side of the door, "May? May are you alright?"

"I'm fine Anna," said Aunt May, completely perplexed as she opened the screen door. Peter found himself staring almost directly at a tall woman with long, light brown hair and sharp blue eyes that didn't take even the slightest notice of him.

She looked to be at least ten years younger than Aunt May and he guessed by her height and the confident, slightly bossy way that she carried herself that she must have been a model at some point in her life. Dressed in a dark green house coat and slippers she looked somewhat less glamorous than she might have.

"I went to say goodnight to Mary Jane and she told me that she saw someone sneaking around your back yard," Anna Watson said excitedly.

Aunt May grinned at her and, to Peter's dismay, held the door open for her friend and next door neighbor, who stepped into the small kitchen. Taking notice of Peter for the first time she stopped in her tracks and stared at him as if he were a raccoon digging through her flower bed. Closing the door, Aunt May turned to face the room with a smile and said, "Anna, this is Peter...my nephew."

Anna Watson folded her arms across her chest, her eyes narrowing as she continued to survey Peter with inherent disdain. "So you're the boy who's been giving my niece the slip all these months, huh?"

"Uh...yes I...I suppose I am," said Peter. "It's nice to meet you."

"Hmph," Anna sniffed dismissively. "You should be saying that Mary Jane young man. You should have been saying that a long time ago. It would have saved me the trouble of dealing with that good-for-nothing Flash Thompson."

Peter opened his mouth, prepared to spring to Flash's defense but thought better of it. He could see just out of the corner of his eye that Aunt May was watching the scene between them patiently, almost as though she was enjoying seeing her friend grill Peter.

"You know May, MJ was just talking to me about your nephew earlier," Anna said, turning to the other woman. "Her friend Betty-she's one of your nephew's co-workers as I'm sure you know-is having a Christmas party tomorrow night."

"Yes, Betty called me about that," Aunt May replied, grinning a little at Peter. "And Peter is actually going to go to it."

"Oh really?!" Said Anna, rounding on Peter once more. "Well I'm sure Mary Jane is going to tell me all about it...whether you show up or not."

"I'm...I'm going," Peter said with a small nod.

"Good. I'd hate to think you were getting a kick out of stringing my niece along young man. She's a good girl and deserves better treatment than that."

Not knowing what to say, Peter simply nodded once more. Anna Watson looked as though she was about to launch into another furious tirade but Aunt May, seemingly satisfied that Peter had been raked across the coals enough for the time being, cut her off with a hand on her arm.

"It's late Anna," she said pointedly, "and as you can see the only person sneaking around my property doesn't mean anybody any harm. Go on back home now dear. I don't think it's a good idea to leave Mary Jane home alone, even if you are just next door."

Still glowering at Peter, Anna nodded and spun on her heel, saying goodbye to Aunt May who closed the door gently but emphatically behind her friend. She double locked it and turned to face Peter, who was chewing on the corner of his lip in an effort to remain silent. "She can be a bit of a handful," Aunt May said quietly, taking her seat at the table next to Peter.

"Well if Mary Jane is anything like her then I'm sure she must be a firecracker."

Aunt May chuckled softly but mercifully decided to let the subject drop. She yawned, covering her hand with her mouth and then glanced at the clock. "You're staying here tonight you realize," she said pointedly.

Peter grinned at his aunt and finished off his hot chocolate. "You wouldn't let me leave even if I could fly out the window."

"Not this late at night I won't."

"And yet," Peter went on, unable to resist gently teasing his aunt, "I seem to recall you being the one who wanted me to move in with Eddie in the first place."

"I can't have you living with me forever," Aunt May said with a shrug. "You'd never get a date that way." She stretched and got to her feet, coming around the side of the table and wrapping her arms around his neck. Suddenly aware of just how exhausted he was, Peter leaned into his aunt's warm embrace, smiling when she gave him a quick peck on the forehead.

"Get some sleep," she told him sternly. "And please actually go to that party at Betty's tomorrow. It's not as fun playing Scrabble with Anna when she's nagging more than usual."

Peter laughed and watched as Aunt May walked out of the kitchen. He heard her alight the stairs to her bedroom and after her door closed, he got to his feet, collected the empty mugs and set about cleaning up. Once he was finished, he made sure to shut off the living room lights and double check that the doors were locked. These end of the day concessions at his old home made him feel almost normal and he relished every second of it.

Too tired to jump in the shower, he headed straight to his old room which now housed a bed, a dresser and those few things he'd wanted to leave behind as keepsakes for Aunt May. He switched on the lamp on the bedside table and stripped down to his costume which he peeled off and stuffed into his backpack. Clad only in his boxers, he made to switch the lamp off and was about to crawl into bed when he paused by the window.

He hadn't noticed it before but his room faced the window next door with the red curtains that he had glanced at in the backyard. Weak light was filtering from behind the gauzy shades and he could just see the silhouette of the same person he'd noticed before. He didn't know how long she'd been there, and for a moment didn't know that she had even seen him.

Then the she waved at him.

Chuckling, Peter shook his head and waved back.

He could have sworn he heard laughter before she shut the light off.


	6. Mark One

There weren't any personal effects in Otto Octavius' loft apartment in the Bronx. His new home was as devoid of an identity as his office was, something he had no intention of changing anytime soon. After years of being on the move and losing out on whatever roots he had tried to grow, he'd simply given it up for dead. He was a wanderer, something he liked to joke about having everything to do with his mother's side of the family being comprised of nothing but gypsies, hippies and drifters.

Or in his father's case, all too willing conscripts in the military who were lucky if they made it home for the holidays. His father had made a hero of himself in almost every conflict that occurred within his lifetime, wanting to serve and protect no matter what it cost his family and friends.

Heroes, Otto found, true blue through and through heroes at least, were few and far between. As he watched the evening news from his bed and saw yet another police chase he felt as he usually did when it came to the law enforcement; that many of the people wearing the blue and driving the cars didn't deserve to do so. His father had been a hero, a man who had solely devoted his life to keeping his country safe, who had given up so much for the sake of many. He did not begrudge or look down upon the police or anyone else who put their life at stake for the law but in his mind some of them only served and protected because they liked the glamour it gave them.

His mother had been incredibly resentful towards his father until the day she'd died, years after he had. In her free spirited mind he had been too neglectful of them, too focused on battling strife overseas but it was those very things that made Otto admire and respect his father so much. To throw away one's life, especially when there was a wife and child involved, took an incredible amount of personal strength.

That was what it took to make a hero in his mind. Somebody completely and utterly devoted to their code, to their duty to help those who did not have the means to help themselves.

Somebody like Spider-Man.

Sighing, Otto switched off the television and lay back in his bed, the mattress resting on the box-spring without a frame, staring up at the dark, cell-like ceiling of his loft apartment. Twice now he had encountered New York City's famous defender. Twice now the man had swung away from him with an almost dismissive air. Running a hand over the bandages on his face, Otto thought that perhaps it was his wounded state that had made the hero want to part ways so soon.

Spider-Man had never been destroyed by a woman. And yet, as with his father, Otto couldn't bring himself to resent the wall-crawler. Spider-Man was the epitome of hero, a hero moreover who had offered his services to a complete stranger and been successful.

The hard drive was now tucked securely into the safe he had bought from an office supply store after moving to the city. He had gone through its contents after Spider-Man had left his office just to see that the thief hadn't tampered with any of the information. To his relief, his research had remained in tact although he'd known full well that the meddlesome woman had gone through the more important documents. She would know exactly what it was that he had devoted the better part of his life to and there was no doubt in his mind just who in the world she had been acting on behalf of.

Grimly, he remembered his encounter with the sinuous thief and felt his hatred for the woman deepen. She had made a fool out of him twice now, first by sending him to the hospital and stealing his research and secondly by having piqued Spider-Man's curiosity to the point where he'd had to tell the web-slinger just what his research entailed.

And now the wall-crawler may never return to him. Otto hadn't been especially good friends with Richard Parker and Curt Connors but he had known them, and their research, enough to know that they would have been immensely proud to have the fruits of their efforts swinging around the streets of New York City, a living testament to the fact that not only had their work not been all for naught but that OsCorp hadn't managed to condemn it to that same sinister pile that his work had almost been thrown to.

Outside on the pavement below he heard the sound of an argument begin. With a heavy sigh, he stood up and padded across the floor of the dark loft to the window. The cold didn't bother him as much as it bothered many other people in the city. He'd been in worse living situations than this since leaving OsCorp and the years had hardened him enough to withstand the minor chills brought on by early winter.

He stared down at the street below, lit up by the many lights along the block. The voices of two men brawling had grown and it didn't take him long to find just where the fighting twosome were. Across the street their forms were no more than almost puppet sized as their fight escalated. Otto knew that it would soon turn violent if something wasn't done quickly but it wasn't his place to intervene even if he wanted to. In any event, the distant wail of a police siren told him that there would be no need for interference.

_But if I can get these machines off the ground_, he thought, narrowing his good eye in determined satisfaction, _then people like this won't dare to trouble the sleep of good, hardworking people...people like me._

Smiling in spite of his grim surroundings, in spite of years having to have scraped by as a science teacher in nowhere towns and in spite of his face beginning to tingle uncomfortably as his damaged nerves mended, Otto walked back to his mattress, climbed between the second-hand sheets he'd been given by his land-lady and fell into a comfortable sleep.

The following morning proved surprising for Otto in several ways. First, and to his immense relief, his eye had recovered enough from the burglar's attack to warrant him taking off the ridiculous bandage the doctor's had insisted he wear.

_As if I'm some kind of injured war veteran_, he thought with a shake of his head as he carefully peeled the medical tape off of his skin. As grateful as he was for the hospital's treatment he still felt as though it had been completely unnecessary to have himself kept almost overnight, especially when there were so many people out there, police officers and firefighters who really needed to be treated.

Donning his favorite pair of sunglasses and his favorite dark green trench coat he stepped outside to discover the second surprise of that morning and it wasn't as pleasant as his healed eye.

As much as he could handle cold weather, he hadn't yet experienced a true New York City winter's day. In spite of chilly conditions and snow on and off since Thanksgiving the Big Apple hadn't yet experienced a true cold snap. That morning the sky was bright blue and the sun was shining, almost as a joke upon the streets of his neighborhood. Cold air seemed to both press in on him from all sides and expand away, making the air without seem thin while every breath he took made his lungs feel almost as though he were drowning with the sheer intensity of the cold front coming off the waterways that surrounded the city.

Coughing, Otto stamped his booted feet on the shoveled sidewalk and took off at a brisk pace down the sidewalk towards the entrance to the subway. It hadn't been long since he'd joined their ranks but already he was beginning to feel right at home among the herd of human sheep that trundled to the subterranean train station every morning, their faces glum.

And yet as many of them as there were heading off to the myriad of jobs available in the metropolis not a single face that had started the journey with the doctor remained by the time his nearly hour long commute was over.

Otto had been surprised with how comfortable he had been stepping foot on NYU's campus the first time he'd come there to oversee the set-up of his new practice. The various high schools and at times middle schools he had forced himself to stoop to teaching at had always felt too volatile, too full of vacuous minded teenagers to make him feel anything other than tense when arriving for his classes during the day. Here, among young men and women and fully grown adults who understood the value of their future was as homely feeling as any place he'd ever been to.

It was certainly more welcoming than the intimidating, high-tech interior of OsCorp had ever been.

Giving a nod and a smile to the secretaries working the front desk on the main floor of the technology building, Otto passed by students and researchers, all of whom were perfectly content with knowledge and development far outside the lines of what OsCorp had been playing at behind the scenes.

_And to think I could have ended up like Connors,_ he thought to himself in disbelief as he stepped into the elevator that would take him to the lab in the basement level of the building.

When he'd first gone to work for OsCorp it had been a simple act of dipping his toe in the water. The company had been in its infancy at that point and Otto, young and confident in his own abilities had only seen the company as a stepping stone. At least until he'd witnessed first hand just the scope of OsCorp's technology, how advanced and powerful it was...and how far they were willing to go in the name of "science".

Even now the memory of that half-crazed look in Norman Osborn's eyes made the hairs on the back of Otto's neck prickle. He hadn't known that the man had been afflicted with anything worse than a greedy heart at that point, not that he would allow Norman's illness to act as an excuse. He'd known the second he'd met the now dead CEO and founder that Osborn had been a bad seed.

But it mattered little now. OsCorp, for all intents and purposes, was now nothing more than a simple pharmaceutical manufacturer, their stocks having plummeted so fast and so suddenly after Harry Osborn's arrest that they had been forced to auction off their outlying assets, Otto's field being the main one. Now he was at liberty to carry on with nearly twenty years of buried research, to bring his dream of aiding the real heroes of the world to fruition.

The laboratory underneath the technology building had taken somewhat after OsCorp's state-of-the-art set-up, something that, in spite of Otto's reservations, perfectly served his purposes. Stowing his trench coat and sunglasses in a locker in an antechamber outside the main lab, he pulled on a white lab coat and stepped through the secure glass doors into the broad expanse of computers, machines and researchers working tirelessly to see his plans reach their pinnacle.

Central to the network of computers, benches and prototype cases was a large, half-circular glass vestibule, behind which was the nearly completed form of one of Otto's machines. A network of mechanical arms, all controlled by computers, dangled overhead of the creation, capable of assembling the robot within an hour at the very most. Having been shut down in the wake of the theft, they hung almost forlornly over top of the prototype and as he approached the transparent anteroom Otto almost fancied that he saw dust spiraling off of the arms.

He glanced to the left and right, taking note of the other glass enclosures. The machines being built in there were nowhere near completion, some barely skeletons. All of these bare-bones models were of varying designs, sizes and capabilities compared to the first prototype. The two largest were merely optical sockets at this point, too big for the team to work on at any point in the immediate future but Otto had wanted them started in the event of a demonstration. In the cases to the right of the prototype were the next variations up, one of which was simply four long tentacular arms. Spherical sockets worked as joints and ended in streamlined clamps. In Otto's mind, this was to be the finished model, one that would be able to climb through all sorts of terrain and grab onto anything within reach.

"Good morning Dr. Octavius," said the crisp, always-business like voice of his research assistant. Smiling wryly, Otto turned to face Spencer Smythe, a thin, birdlike young woman with light brown hair that she always kept tied in a tight bun at the back of her head. While not ugly by any stretch of the imagination, Spencer had a face that Otto likened to that of a carnivorous rodent, pinched and sharp and always on alert, with narrow pale green eyes that remained ever watchful.

"You can tell the dean that he doesn't need to worry any longer," Otto said as Spencer surveyed his now healed eye with something resembling relief. "The research was saved."

"Yes I could tell by the way you e-mailed everybody on the project and told them that," Spencer said witheringly. "Incidentally, you have about six messages from the Staten Island cloud center regarding an '_incident_' last night." She gave him a sardonic smile and added, "I take it that you had nothing to do with that directly?"

"Not directly," Otto replied. "I asked a...a _friend_ to help me."

Spencer snorted and her nostrils flared in derisive incredulity but she chose not to pursue the subject any further. "The dean's not the only one getting impatient, doctor. This isn't a team that enjoys remaining stationary for very long and it will be...enjoyable to get to work again."

Which, in Spencer's own special way, meant that she was relieved that nothing had happened to his research and that she couldn't wait to get started on the completion of the prototype. Otto himself was itching to resume production and spent most of the morning delegating tasks to the lab-rats, reassigning people to certain jobs while going through plans with Spencer and several of the more efficient members of the team.

Together, after nearly an hour and a half of organization, he and his team stood back and silently watched as the mechanical appendages sprung to life and began to work on the remainder of the robot. Otto watched, almost elatedly as the grey exterior of the machine's shell was grafted on by the arms, secured in place by one while another continued to tinker with the inner mechanics of the thing.

The prototype itself resembled an insect, something Otto had done almost subconsciously during his days designing the thing all those years ago. An almost beetle-like dome formed the body of the apparatus which was supported by eight legs that looked almost too fragile to support the thing's mass. Otto, however, knew perfectly well that his creation would move as smoothly and quickly as an actual insect. The bottoms of the legs had been designed to traverse any surface, to crawl up a wall just like a spider.

And, if needs be, to apprehend an evil-doer with a powerful lunge and grip of those legs.

Two large, buggy orbs formed the visual line for the robot. As the mechanical arms put the finishing touches on the machine Spencer turned to Otto and said in a voice just barely audible above the whirring and rapid clicking filling the air, "You're still sure about the opticals? It isn't too late to change the color."

"It'll be perfect the way it is," Otto said with a satisfied smirk as the arms finally moved away from the robot and came to standstill, affixed the way they had been before the construction had commenced. An excited tech moved forward but Otto raised a hand, holding the young man back. He had dreamed of this moment for almost two decades and wasn't going to let it be lost to someone else, least of all an overeager university student.

The robot was still connected to the main computer and it was to that that the excited Octavius moved. His fingers shaking with anticipation he pressed the sequence of keys that would activate his creation. His eyes lit up like a child's on Christmas morning when, with a dull hum, the robot sprang to life behind the safety of the vestibule, rising on its strong but slight legs, the visual spheres glowing a light electric blue. With a whir, the creature turned it's mechanical gaze to the side and stared at Octavius who smiled at it, suddenly filled with all the pride of a parent.

Almost twenty years...for almost twenty years he had wanted this, quietly fighting for it and protecting it from enemies he hadn't even anticipated in his wildest dreams. It was beautiful to him, almost like a moving piece of art that struck at his very soul. He had come so close to losing this, to losing the one thing that kept him going. And now here it was for all too see, his prototype...his dream.

The techs around the room applauded, which made the robot turn its mechanized eyes on them like a curious golden retriever. Still smiling broadly, Otto did not at all object when he felt several of the more boisterous techs clap him on the shoulders or thump him on the back as they cheered for the creation...for his creation.

"There are still a few...kinks to be worked out," Otto said, more as a way of bringing himself down than his lively colleagues. Almost regretfully, he killed the power to the machine, watching as the light behind its eyes dimmed as it came to rest once more. "There's still the calibration tests."

"We've got a few people from athletics interested in being guinea pigs," said a dark skinned female tech with a chuckle. "They're even getting a betting pool going to see who can last the longest against it."

"Well tell them to just sit tight," Spencer said with a roll of her eyes. "There's still rudimentary tests to hold on Mark One." Otto rolled his eyes at the usage of the term. It had been a going-name until a more suitable one could be reached by the team, although admittedly it was better than "_Beetle-Bot_". Eyeing the machine with academic interest Smythe added, "And you did say something about not knowing for sure about its resistance to electricity."

"In due time Spencer," Otto said, looking fondly through the glass at the robot.

"I think that time is now."

The voice spoke from behind the assembled technicians. Otto turned around in surprise and immediately felt his heart sink at the same time he felt his ire rise. A man had found his way into the lab, a man who was almost on level height with him. He stepped out of the shadows near the entrance back to the antechamber where the lockers were, the long trench coat and hat he wore giving him a look of inherent mystery.

One of the techs muttered, "Shouldn't he be wearing a lab coat," but Otto raised his hands for silence. As the man stepped closer, his dull blue eyes fixed on Otto, he smirked at the look on the scientist's face. The man from the shadows' own visage was completely free of blemish or line, making him look almost ghost-like. Thin lips sneered into a cruel smile as he observed Otto and his colleagues. With the air of somebody quite used to getting his way the man said in his oily voice, "Why wait, Doctor Octavius? There's no time like the present to embrace the future."

"I'm sorry," Spencer Smythe said in annoyance, "but who do you think-"

"It's fine," Otto told his research assistant, his voice lined with bitterness. Turning to Spencer and the techs he added, "I think it's high time for you all to get some much needed food. You've earned a long lunch break. Besides," he glanced pointedly at the enigmatic visitor and said, "our machine's not going _anywhere._" He added a definitive note to the last word, glaring hard and meaningfully at the uninvited guest who returned with look with interest.

For a moment the techs hesitated. Otto shot them all a look and almost in unison they headed for the door, giving the visitor a wide berth. Otto waited until they had all disappeared around the corner from the antechamber beyond before he next spoke, his voice lined with venom, his eyes boring hatefully into the pale blue ones of the mystery man.

"You're from OsCorp aren't you?"

The man chuckled, removing his hat to show thin, wispy blonde hair. "Nothing escapes you doctor...then again, nothing escapes us either."

"You've got no power here," Otto said hotly, watching as the man strode towards the vestibule where the machine lay dormant, tapping on the glass as though at a pet store. "OsCorp has no power anywhere...I haven't been as out of the loop as you, or your employer, would like to think."

The man chuckled again, still not facing Octavius who felt filled with the desire to tackle the man away from his creation. "OsCorp may have had to rein itself in," the man said with amusement, "but I would think your little encounter with a certain cat burglar would have made you realize that the company is nowhere near defunct." Glancing over his shoulder, he smirked at Otto, whose mind had momentarily blanked at hearing the man's words.

He recalled his previous visit with Spider-Man, the words the wall-crawler had said coming back to him even as he glared hard at this unwelcome visitor.

_OsCorp's not as dead as you think it is. Your run in with our friendly burglar should be enough to make you see that._

Of course he had held his own suspicions as to the woman's true reasoning for having attacked him, not to mention her obviously superhuman abilities, but he had allowed himself the smallest amount of doubt simply out of hope. But now he knew for sure that OsCorp was still after his prized creation, still hungry to utilize it for their own deplorable purposes.

Nevertheless Otto said emphatically, "Norman Osborn is dead. And his little brat is in no position to go handing out orders."

"Prison can't silence people," said the man from the shadows, turning to face Otto at last. "And in the case of Mr. Osborn..." He scoffed and shook his head almost as though he found Otto's optimism amusing. "If you really aren't out of the loop you should know about what has attacked this city in the past...Aleksei Sytsevich for instance, and Adrian Toomes...both men who were working for OsCorp...both of whom were personally requested by Harry Osborn."

The man smirked and added, "You and my employer are both very similar, doctor. He wants the same things as you; to make this world a safer place."

"By doing what?!" Snapped Otto, his patience at its end. "By telling my machine to attack people who wronged him in the past? To sic it on his enemies like some damn attack dog? I'm creating these robots to do good, something no Osborn in the course of human history can even comprehend the meaning of!"

The man shook his head, a wry grin on his face. He reached a hand into the front pocket of his trench coat and for a moment Otto actually believed that the man was going to pull a gun on him. After all, it would be far easier for OsCorp to eliminate him entirely than to simply try and steal his work once more, especially seeing as how it would be damn near impossible to get Mark One out of the building without anybody noticing.

To Otto's surprise, the man simply extracted a plain glass vial, filled with deep red liquid.

"This machine," the man said conversationally, "can be calibrated to follow the signature of any living thing to the ends of the earth, correct?"

"What if it can?" Otto said mulishly but it was all the answer the intruder needed.

"Mister Osborn is, quite frankly, finished playing around. There's something in this city, something that he has been keen on getting his hands on for some time now. I wouldn't be wrong in thinking that you know precisely what, or should I say _who_ it is that I'm talking about..."

"Spider-Man," Otto said with a sigh and shake of his head and the man nodded. "You're really telling me that everything that's happened-the Rhino, the Vulture...that serial killer-were all just Harry Osborn's attempts to catch Spider-Man?"

"Two out of three," said the man. "As interesting as it would have been to have seen Cletus Kasady working for OsCorp's goals he, unfortunately, was just your garden variety psychotic."

"And Harry Osborn thinks he can use Mark One to capture Spider-Man," Otto said flatly. He eyed the vial in the man's hand and knew beyond a shadow of a doubt that it contained the web-slinger's blood. "How exactly did he come around to even getting a signature from Spider-Man?"

"An old friend gave it to him," said the man evasively. "And Mister Osborn doesn't _think_, Doctor Octavius...he simply just _does. _He's going to use your creation. Given the fact that you began your research with funding from OsCorp you really owe-"

"I don't owe that little brat a damn thing," Otto said calmly. "I have far too much to lose in handing anything I've ever done over to that son of a bitch."

"You don't have anything to lose," said the man, his lips quirking in a thin smile that made Otto's skin crawl. He stepped towards the doctor who instantly wished that he could fly just to be far enough out of the man's grip. He stood stock still as the bastard drew closer, thrusting the vial into his hand. "You think I would come here to visit you without doing a little...homework? Do you think Mister Osborn would do that? We know everything about you Octavius, from your family to the friends that you don't have to the life you haven't been able to lead for the last twenty years. Your work is your life. You could build these machines and give them to the United Nations but it wouldn't be you who goes down in history as a hero. You're just a scientist. Out there...they're the soldiers...they're the rescue workers and police officers and firefighters...and web-slingers...you say you have nothing to lose by complying with Mister Osborn's orders but the way I see it...you would actually have more to gain wouldn't you? At least that way you'd go down in history with the rest of the..._deplorable_ Osborn's.

For a long moment the two men stared at each other, Otto feeling almost numb at the tidal of emotions that had consumed him at the man's words. He wanted to lash out at the man, to throw him through the glass of the vestibule and show him just what Mark One was really capable of. Then, getting a grip on himself and swallowing back his fear and anger he said, almost pleadingly "What's to say you have to comply? You could just walk away...there's other people...people much less dangerous..."

"The last person to double-cross Mister Osborn was Donald Menken," the man replied with a simple shrug. "He almost got away...and then Adrian Toomes plucked him out from his own penthouse cocktail party and dropped him fifty stories onto a pile of rebar...it wasn't a pretty sight and I'd rather avoid that fate. In any event...I enjoy a little danger in my life doctor. It keeps things interesting."

He smiled at Otto, gave him a pat on the shoulder and, putting his hat back on, brushed past the doctor, saying as he went, "I'm not telling you what to do...Mister Osborn is...and you're going to do the right thing or there will be consequences like you couldn't even imagine, the worst of which is a woman who can send you to the hospital."

"M-Mark One isn't ready yet..." Otto said feebly, wanting to put up some kind of show of defense in the wake of the man's self-assurance.

"Make it finished doctor."

"And what if something happens to it?" Otto could barely contain the gut wrenching idea of having to destroy his own creation simply to keep it out of the hands of OsCorp. He wasn't even sure he would ever make good on such a threat but perhaps if he simply fiddled with Mark One, made it weak enough for Spider-Man to defeat easily then the blame would be on the wall-crawler and not on himself. A simple case of Spider-Man being too strong, which Otto knew he most certainly was.

The man stopped, his shoes scuffing on the floor. Glancing over his shoulder he surveyed the unfinished prototypes, barely even outside the stage of planning at this point. With a small smirk he said, "It doesn't look to me as though you're going to run out of ideas any time soon." He chuckled, started off towards the door again and then stopped just before exiting the laboratory and said, "Oh and doctor?"

Otto looked around in spite of himself.

With an acidic smile the man said, "Merry Christmas."

And with that, he all but melded back into the shadows, leaving Otto standing there shaking with suppressed rage and frustration, Spider-Man's blood gripped tightly in his hand.


	7. Jackpot

_He knew that this was just another dream, knew because barely seconds ago he was lying in his small but comfortable bed, thinking about how he was never going to fall asleep after all that had happened that night. The landscape around him is too surreal to be anything other than a dream; the sky was nothing but a mass of grey, swirling clouds, unobstructed by the city skyline which he could just make out across the vast, endless expanse of ice he was walking upon. _

_Dressed in his costume but lacking the mask that protected his precious identity, Peter stared around the unforgiving wintry vista, looking for something, something he desperately wanted to both find and avoid like the plague. Snow fell from the murky sky, an unforgiving almost white out that, had he been in the waking world, would have buried him within minutes. Walking along the smooth ice, Peter stared around, still filled with the conflicting feeling to both seek and shun. _

_Suddenly, from the midst of the whiteout he heard the sound of a clock bell booming, reverberating off of the ice that he stood upon, filling the icy air around him with its cacophonous clang. The snow was so thick that he could not at first tell just where the sound come from and he turned his head wildly from left to right, trying to find the source of the echoing noise._

_He needn't have looked long. Almost imperceptibly the clock tower seemed to grow out of the ground several hundred yards in front of him, desolate in the empty white space, the sounds of the hour tolling still filling the air. And Peter, knowing what he would find if he dared enter the ominous building, turned to walk away but the tower seemed to move, appearing behind him as the booming continued to sound. _

_The screams filled the air, accompanied by mad cackles of murderous glee and Peter knew that they weren't Gwen's scream. She hadn't screamed at all. She had been brave, brave in the face of death. She had only ever shown courage in the face of everything his life had thrown her way. _

_"I won't," he said, shaking his unmasked head and turning away from the clock tower, squeezing his eyes shut against the torrent of sound. "I won't...I won't see this again." Almost as soon as the words left his mouth the booming of the bells, Harry's frantic laughter and his own agonized screams of grief ceased, his own name echoing on the breeze, a soft whisper spoken from Gwen's own lips._

_Peter stood for a moment, his eyes still firmly closed, not trusting the silence for a moment. It was only when he felt a soft, warm hand on his that he opened his eyes, expecting to see Gwen or even Aunt May but to his surprise he found himself staring into the black lined green eyes of Black Cat. She stood so simply before him, dressed in her for fitting black costume, her snow white hair whipping out behind her in an unfelt wind. _

_"Cat?!" Peter said the most mildest tone of surprise. He raised a hand to his face, feeling his bare skin. "You can't see me like this...I'm not wearing my mask."_

_"You never are Spider," she replied, "just like I never do."_

_"But I don't know who you are."_

_"Sure you do," she said, glancing down at the ice below them. "You know I'm not her. Seems to me like you're improving." And Peter, drawn by curiosity, looked down at the ice. His heart froze in his chest as he saw Gwen's wide eyed face trapped beneath the ice, staring up at him with that same disbelieving expression she'd worn when she'd fallen._

_"No!" Peter fell to his knees, pounding at the ice over Gwen's face._

_Black Cat shook her head and said dismissively, "So much for improving." She crouched down next to him, watching with boredom as he continued to smash the impenetrable ice with his fists, his heart pounding against his ribcage in his determination to save Gwen, who blinked up at him from beneath the frozen waters. _

_After a moment Black Cat seized him by the arm and pushed him away from Gwen. He glared at her, furious for her intrusion in his efforts but she only smiled like a Cheshire Cat, shaking her head. "You don't get it do you Spider? You can't save her anymore. She's too far gone."_

_"Bullshit!" Peter snapped, returning to his efforts to extract Gwen from the ice. She was so near, barely under the surface and if he could just crack the ice in the right place..._

_"You can't save him either," Black Cat stated, nodding to a spot just behind Peter, who turned and felt his heart shatter at the sight of Uncle Ben also trapped beneath the ice, his eyes staring endlessly up at him. _

_"Why?!" Peter yelled, pummeling the spot where his uncle was trapped, the tears freezing on his face as they fell. Why was she showing him these things? Why was she being so nonchalant at his pain?_

_"Because they're gone," Black Cat replied softly. "You put them away remember? You promised you were going to do that, to leave them in that place where they could be when you needed them...and you don't need them right now, do you Spider? You just want them."_

_"Like you've never wanted anything!" He snarled at her, glaring hatefully at her, still splayed between the encased bodies of Gwen and Uncle Ben who were observing the scene with their wide open, blinking, shifting eyes._

_"Oh I do," Black Cat replied with a shrug and suddenly she was surrounded by ice enshrouded figures, all people from Peter's own life, people like Betty Brant and Eddie Brock and Aunt May. "Difference between you and me Spider is that I take what I want. You don't. Because you're better than me. You're too patient. Too warm. You still have it in you to let things enter your life. I don't. You keep doing this," she nodded to the trapped forms of Gwen Stacy and Uncle Ben, "and you'll end up just like me."_

_And, before Peter's eyes she began to freeze over, ice snaking its way up her legs and waist as she smirked at him as though she hadn't a care in the world. Seized by the urge to save her, Peter rushed forwards but Black Cat shook her head. She gazed up at the sky and smiled. Peter followed her gaze and was suddenly aware that a red tinge had come into the clouds that surrounded them, the scarlet hue deepening and casting the endless icy field in a mix of red and shadows._

_"Red sky at night," Black Cat as the ice neared her lips. "Spider's delight." And with that she was completely frozen over. Peter barely had time to process what he had seen when the ice beneath him cracked and Gwen launched herself at him, her hair a mass of frozen strands, her skin white as a sheet. She stretched her blue lips wide in a feral scream and swooped down at him, her fingers bared like talons..._

The scream turned into a loud buzzing that woke Peter from the nightmare just before Gwen could get her fingers into him. Numbly, he lay in his bed in his old room, remembering that he was, in fact, not in his and Eddie's apartment but at Aunt May's house in Queen's. Sitting up in bed, he glanced around for the source of the buzzing, his eyes falling on his phone which he'd set on the small bedside table.

Eddie's contact information showed on the screen and it was with a resigned sigh that Peter answered his friend's call.

"What?" He said.

"Please tell me you're calling from Mary Jane's house," Eddie said. He was breathing rapidly and Peter could hear the ambiance of the city in the background, the rush of cars and murmur of people painting a picture of his roommate walking briskly down the street.

Rolling his eyes Peter answered, "About twenty-five feet from it actually. I spent the night at Aunt May's."

"Oh you suck," Eddie said in disgust. "Then I'm guessing MJ's got a good view of your bedroom window from her house."

Narrowing his eyes as he got to his feet and shivering in the surprisingly chilly room Peter glanced out the window towards the Watson's house and said, "Uh...what in the world makes you say that?"

"Nothing," said Eddie and Peter could hear the smile in his face, "besides the fact that MJ sent me a text this morning saying that she thought you looked cute in your boxers."

"WHAT?!" Peter yelped, ducking out of sight as though the neighbor girl were looking at him at that very moment.

"God you're such a girl Parker," Eddie said with a derisive snort. "This is so the opposite of what's supposed to happen."

"Just because you spent your days in college spying on the sorority doesn't mean the rest of us are down for that kind of thing."

"Whatever," Eddie replied. "You may have not seen her in her pajamas but you did at least see her right?"

"No...as a matter of fact I didn't."

Eddie groaned. "Well you'll see her tonight at Betty's Christmas party..." A threatening edge came into the man's voice, the once Peter had heard him use when he was listening on Eddie's botched interview. "You are going aren't you?"

"Yes," Peter said resignedly, cradling his phone with his ear as he pulled his costume on. "Nobody's leaving me much of a choice at the moment."

"Good, because if you didn't it wouldn't just be chestnuts roasting over an open fire, I would be roasting _your _nu-HEY!" Eddie suddenly shouted at what Peter could only assume was a reckless driver, "WATCH THE SLUSH PUDDLES YOU JACKASS, THIS IS A NEW COAT!"

Rolling his eyes Peter bid Eddie a hasty goodbye and set about throwing his clothes on over his costume. It was only eight in the morning. Eddie, evidently having learned from the previous morning's events, had called to both rib Peter over Mary Jane Watson and also make sure he arrived at the Bugle at a reasonable time.

Before leaving his bedroom, he extracted four web cartridges from the place where he had them hidden in the old locker he'd used when he'd been living with Aunt May. His web fluid was still in decent supply and he had more back at the apartment but it helped to have the back-ups with him in case he got into another skirmish like the one he'd faced the previous night with Black Cat.

Aunt May was still asleep, so Peter set about making a cup of coffee for himself before he headed out, hissing at just how frigid the air had become overnight. _Thank God I tweaked my webs before it got really cold_, Peter thought as he hurried down the quiet street, grimacing as he felt his eyelashes freeze over. Along with the heated improvements to his suit he had managed to enhance his webbing so that, in the event of such Arctic conditions, the thread wouldn't freeze and snap.

He caught the subway into the city, squishing himself against the wall of the car as it trundled along the tunnels. He would have been uncomfortable in such close quarters if it weren't for the fact that the sheer body heat of the commuters made the train warmer than it would have been any other time of day. After the warmth of the subway the air outside stung his face twice as hard and he bitterly thought of stocking his backpack with a ski-mask and gloves once he made it back to his apartment after work.

Once he reached the relative warmth and dubious safety of the Bugle he hurried up to the fifth floor, pleased that he'd arrived with at least twenty minutes to spare before he was due to start.

_I could always go get a coffee_, he thought to himself even as the car stopped on the editorial department's floor. He had only just become aware of how tired he felt and as he stepped out of the car he stifled a loud yawn with the back of his hand. His fight the previous night with Black Cat, coupled with that vivid dream, had taken more out of him than he had expected.

As he walked towards his cubicle he passed by Robbie Robertson, wearing a light green suit jacket and looking put upon. The second he saw Peter however his face brightened and he said, "Morning Pete! Nice to see you hear at a reasonable time."

In spite of how tired he was, Peter grinned at Robbie and fell into step next to him as they walked the rest of the way to his cubicle. "Morning Robbie. How's the fuhrer this morning?"

"In a surprisingly good mood."

Both men glanced at J. Jonah Jameson's office where Peter could just make out the editor raging over the phone. Almost as if to compliment Peter's words, J.J's voice suddenly rose to a shout heard by all gathered in the room.

"YOU SON OF A BITCH! I OUGHTA SHAVE YOUR HEAD BALD AND LEAVE YOU OUT IN THE COLD!"

Robbie winced. "Like I said...he's in a really good mood for once." Then, as Peter slid around the low dividers of his cubicle and stowed his backpack under his desk Robbie added, in a more businesslike tone, "J.J's actually got something he wants you to take a gander at when you've got the time."

"Meaning I'd better get on it as soon as I can?" Peter rolled his eyes, expecting to hear that Jameson wanted a picture of Spider-Man stat or else he would make good on his threat to thrown his photographer out on his ass.

"Something like that," Robbie said. He passed Peter a leaflet, adding as he did so, "it's actually right up your alley Pete. Triple J's got some ins at NYU and really wants that interview with Otto Octavius that The Boy Wonder failed to get." The corners of Robbie's mouth twitched at the usage of Eddie's going nickname and Peter himself couldn't repress a smile, remembering just how easily Octavius had shooed the young reporter off.

"What makes you think I'd be more successful than Eddie?" Peter asked, looking through the information that Robbie had given him. It was all rudimentary knowledge; a simple rundown of Otto Octavius' new job at NYU and a very vague mention of what his research entailed. Peter of course knew all too well just what the good doctor was in the process of constructing but nevertheless felt his curiosity drawn. Interviewing the man as a civilian would be a good way of seeing just what kind of a front, if any, the man was putting on for his robots. Peter might even be lucky enough to get a glimpse of the project.

"J.J. figures that Octavius would be more receptive to somebody who has similar interests," Robbie explained. "Eddie's great at what he does but he's a little too...forward when it comes to sciences."

"I don't know," Peter said, still going through the information. "I'm just the dude who does reviews for the latest iPad upgrade, remember?"

"You're more than that Petey," Robbie said determinedly, "and what's more you know it. Triple J's not saying you have to necessarily...he's not that damn nice to people. You don't take it he'll just hand it off to somebody else. All I'm saying is that it's a good chance for you to get a leg up the way Eddie did. Move from Spider-Man's personal photographer to something a little more lucrative...and rewarding." He glanced meaningfully at Peter who sighed, tossing the leaflet onto his desk. The staff at the Bugle followed his photos of Spider-Man just as much as the rest of the citizens of New York City. For the first time in the months since he'd lost his spark for taking the candid snapshots of himself, he felt somewhat ashamed for having let the paper down, even if it never failed to make him chuckle seeing Jameson's face turn purple when he saw Peter's lackluster landscapes.

"I'll...I'll think about it," Peter told Robbie, who nodded his understanding.

"Make me proud Pete," the man said. Then, just before he headed off towards his own office added with a tiny smirk, "And do me a solid and go to Betty's party tonight okay? You wouldn't believe how many times I've had to explain to Liz and Gloria that you and Eddie aren't doing the sheet shimmy."

"Why is that where their minds immediately go?"

"The same reason my mind immediately goes to thinking that they're doing the same things," Robbie said with a wink.

Groaning, Peter buried his head in his hands and waited until Robbie walked away laughing before pulling his chair closer to his laptop and setting about that day's work which, for the most part, involved returning several phone calls and e-mails to various technology manufacturer's and getting the low-down on their latest products. It was tedious, consuming work and he savored every second of it because it allowed him to distract himself from the nightmare that had woken him.

He hated the fact that Black Cat had been in his dream. Peter wasn't used to the idea of dreams having any particular meaning, especially if they involved the people he had failed to protect. What was it to him but a grim reminder of his own failure as their protector? Still, as he continued to fill his day with phone calls, e-mails and the rough drafts for his upcoming articles he couldn't quite shake the image of Gwen and Uncle Ben trapped under the ice, of Black Cat being engulfed by the frost and of that way Gwen had shot out of the frozen river, screaming with all the rage of an avenging Fury.

The sky outside the Bugle began to darken over as five o'clock approached, the clouds thickening over, threatening more snow. Before he headed back to his and Eddie's apartment he leafed through the information Robbie had given him and found the contact information for the offices of Otto Octavius.

Easier than having to swing all the way down there anyway, he thought as he waited for the secretary who had answered to come back on the line._ I doubt Doc Octavius would really want to talk to Peter Parker anyway. But maybe Jameson will actually gave me some credit if I do score an interview. _He could certainly use the clout at the Bugle and if he got a promotion the way Eddie had than it would mean more money for the both of them.

But to Peter's dismay but complete non-surprise the woman answered him back with a, "I'm sorry but Dr. Octavius went home a few hours ago."

"Is there anyway I can reach him?"

"Sorry but his research assistant said that he doesn't want to talk to anybody from the press at the moment."

Sighing, Peter glanced at the time in the bottom right corner of his computer screen. It was five to the hour and he could just see Eddie on the periphery of his vision, staring expectantly at him from over the wall of his cubicle. "Tell him that Richard Parker's son would really like to speak to him when he gets the chance," Peter said, throwing caution to the winds. Octavius had seemed intrigued by Spider-Man's ties to his own father and although he knew there was a chance the doctor wouldn't really care about the name drop, he still had to give it the benefit of the doubt.

After being assured by the secretary that should leave his message with Octavius when he came into the building next, Peter hung up the phone and closed up his cubicle for the night, falling silently into step next to Eddie who was practically bouncing on the balls of his feet as the headed to the elevator.

"You are going to have so much fun tonight dude," Eddie said with a broad smile that Peter returned halfheartedly as the car reached the main floor. "And by that I mean you're going to have fun or I, and quite a lot of other people, will make you feel incredibly sorry."

"I know, I know," Peter said with a roll of his eyes, holding the door open for Eddie. "I got the gist of what you said on the phone this morning. Something about my nuts and an open fire."

"Hmph," Eddie sniffed as they headed down the street together, walking quickly to better stave off the cold. Eddie, Peter knew, was probably just as warm in his black trench coat and gloves as Peter was in his hidden, insulated costume. The street lamps had already flickered to life as the blue dusk set in. In spite of the evening darkness, there were still many people bustling along the sidewalk with them as they walked, their jackets drawn tightly around them to stave off the cold of the night.

"It won't just be your nuts," Eddie continued on, "but I'll be more than happy to roast the rest of you alive if you decide to weasel your way out of meeting MJ tonight."

"What if she weasels out of meeting me?"

"Oh she won't," Eddie replied with a grin as they turned the corner that lead to their block. "She's actually looking forward to meeting the person who's been dodging her for the better part of a year. And Betty's also threatened to get her really hammered and shave off all of her hair if she decides to skip out on it."

Peter shook his head but said nothing for the remainder of the trip. He yawned widely as he and Eddie headed into the foyer of their building and suddenly felt a new wave of exhaustion wash over him. Even the soft glow of the Christmas tree set up in the hallway made him feel tired, the lights almost stinging at his eyes. One night of undisturbed sleep would fix everything, that much he knew for certain and if it weren't for the Mary Jane Watson dilemma then he would have collapsed in his bed the second he and Eddie stepped over the threshold, not that Eddie would let him get away with that.

Their apartment, although small, was just big enough for the two of them, the living room devoted to the impressive TV system they had both chipped in on. Video games and Blu-Ray's littered the floor around the entertainment unit. In one corner of the room they had erected a four foot Christmas tree on an end table, the lights twinkling to life the second Peter flipped the switch on.

Almost the second the door shut behind them Eddie threw his bag on the floor and said, "Dibs on the shower."

"Aw come on that's not fair," Peter protested, stopping himself from adding, _I had to swing to Staten Island and back and get my ass almost handed to me by what could have been an assassin in skin tight leather. I deserve a shower damn it! _Perhaps Eddie would have been more sympathetic if he'd heard about the effect that Black Cat had had on Peter's body during their initial tussle.

His roommate, however, simply stuck his tongue out immaturely as he bounded down the hall towards the bathroom, shedding his layers shamelessly in a messy pile behind him. "Some of us are actually looking to impress at this party Peter." Dramatically, Eddie turned, stripped to his briefs. Giving Peter a forced look of slavishness he added, "Unless...unless you think I'm beautiful without getting all dolled up?"

Rolling his eyes Peter said dryly, "Yeah you're as beautiful as a rock in a cop's face." Eddie only grinned broadly that and shut the bathroom door behind him. A moment later, Peter heard the hiss of water as the shower started. Shaking his head and yawning again, he turned to the small kitchen that adjoined the living room and, more for something to keep himself occupied, began to put the dirty dishes piled in the sink through the dishwasher.

He remembered Aunt May's words the previous night and wondered to himself whether or not he actually was being unreasonable. Eddie and Betty were really the only ones who wanted something to develop between himself and MJ. And after all as Aunt May had perfectly stated he really did need more friends. But it had taken him so much to allow himself to become close to the few people he had in his life now, people like Eddie. They ran a risk by simply knowing him and even though virtually nobody in the city knew Spider-Man's real identity Peter would sooner lick J. Jonah Jameson's shoes than let the people in his life fall into harm's way because of Spider-Man.

And if he did become close to Mary Jane Watson than she ran that risk just as much as all the others.

_You're too patient. Too warm. You still have it in you to let things enter your life._

As he headed back down the hallway to his bedroom Black Cat's words from the previous night's dream came back to him and he almost groaned at the unbearable truth in them. The fact that he considered Eddie one of his best friends only proved that. In spite of how much he tried, he would only ever succumb to the part of himself that simply couldn't keep people at any kind of distance.

_I wonder if I get that from my mother_? He thought to himself, closing his eyes as he lay on his back. His father had occupied so much of his life it seemed; the man was, for all intents and purposes, the reason Peter donned a skin-tight suit and swung around the city-scape risking his neck to help strangers. But he had never once considered how his mother had fit into anything, or even what kind of person she had been. He'd heard many stories from Aunt May and Uncle Ben and knew that she'd been a very kind, loving woman. He almost felt annoyed at having inherited that from her, that butter-soft way of having his heart go out to people, something that was in continuous conflict with his desire to build walls.

Why couldn't he just been unfeeling?

_Be careful Parker_, he told himself warningly, _keep that line of thinking up and you're going to end up like the Osborn's_. This thought was followed immediately by a flare up from his spider-senses but he ignored it. It was a dull warning, one he'd gotten all too used to since moving in with Eddie. His roommate had left the bathroom and come down the hall to Peter's bedroom and without even opening his eyes Peter knew that his roommate would be standing in the doorway, glaring down at him.

"You better not be pulling this crap again." There was undeniable menace in Eddie's voice but still Peter did not open his eyes.

"I'm just having a nap," he replied.

"Well nap time is over and we already had this conversation yesterday morning." He heard Eddie pad across the floor and felt the other man standing right over top of him, the smell of his shower gel permeating Peter's nostrils. "You don't get of bed in the next five seconds I'm going straight frat boy one-oh-one on you."

"Meaning what?" Peter said, screwing up his face in confusion.

"It means," Eddie replied, "that I drop the towel and things get ugly. Or do you actually want that to happen?"

With a scoff, Peter sat up straight and opened his eyes. Eddie was in fact standing within inches of the mattress, surveying Peter with a sour expression but he was nowhere near as undressed as he'd threatened. He'd thrown on a black sweater that had a white, almost spider-like sunflare spreading across the chest and equally dark pants. Although his hair was still dripping wet he appeared to be dry as a bone. "You're not wearing a towel," Peter said as he got to his feet.

Eddie rolled his eyes. "Sorry to disappoint you. Look, the cab's going to be here in like five minutes and as much as the hipster hoodie suits you I was kind of hoping you'd at least comb your hair before we head out."

"Yes Mother," Peter said with a smirk that Eddie thankfully returned. The other man left Peter to change his clothes, although his spider-senses told him that Eddie was waiting patiently just outside the door. Throwing on an old red sweater and a clean pair of jeans, Peter grabbed a thick jacket just in case the weather took a turn for the worst.

Eddie, wearing a warmer, less businesslike jacket than his trench coat, met Peter by the door and together the two walked back outside and to the taxi waiting for them.

"You're getting this one," Peter told his roommate as the car trundled off down the dark, snow-dusted street. "Your idea, your money. I don't even know why you needed a taxi in the first place."

"Because Betty lives on the Upper East Side and by the time we get there we'll be arriving fashionably late."

"We could have just taken the subway."

"There's this thing that people our age do at parties," Eddie told him matter-of-factly, "it's known in some circles as drinking alcohol. And some of us like to get more than we can handle, especially if we have pansy-ass roommates making our lives unnecessarily difficult."

"Don't blame me for your dependency," Peter shot back with a smirk which Eddie returned. They continued to riff on one another for the entirety of the cab ride, Eddie calling out in a teasing manner all of the terrible things he'd endured since rooming with Peter while Peter in turn countered these complaints by pointing out that Eddie had more than likely been stunted since before the day they'd met. And, in spite of being tired and incredibly underwhelmed at the prospect of having to finally meet Mary Jane Watson, Peter enjoyed the ride with his friend, relishing how good it felt to simply be a part of something so normal. Eddie was important to him, far too important to simply abandon for the sake of being Spider-Man.

_I'll just have to make sure to work twice as hard_, he thought as the cab pulled up to the surprisingly elegant looking brownstone that bordered Central Park. _To keep Eddie and everybody else safe...It's easier to fight a crook running around the streets than it is to try and win this stupid thing against myself. Maybe I can make that my New Year's resolution?_

It was fully dark by the time he and Eddie stepped out of the cab and faced the building belonging to Betty Brant. Situated on a street that screamed upscale, old fashion New York the townhouse was set on a block lined with similar looking structures. A flight of stone steps lead up to the front door and even now there were people milling about, talking animatedly. Lights, warm and inviting, spilled out onto the small, fenced off garden and from above their heads Peter saw even more people chatting on a stone balcony. The sound of Christmas carols and conversation wafted out of the brownstone as Peter and Eddie mounted the steps and joined the party.

"How the hell could she have afforded this?" Peter asked, shrugging off his jacket and jamming it into the hallway closet which was almost full to bursting. He had to raise his voice slightly above the general murmur of the gathered guests and holiday music emanating from the living room. The house was far more spacious on the inside than he had anticipated but nontheless seemed to be busier than a fraternity house on game night. People were milling on the staircase that lead up to the upper floor, sitting on steps and gossiping without a care for the people stepping over them.

Eddie extracted himself from between two men laughing over the recent hockey game and said in response to Peter's question, "You'd be surprised what kind of luxuries a promotion can get you dude. Which is why," Eddie added with a meaningful gleam at Peter, "I really don't hold it against you for getting the go-ahead to try and score a sit-down with that scientist from NYU."

"Seriously?"

"Seriously," Eddie repeated with a laugh as he hung up his jacket. "After all that means I can finally jack up your rent, which means more..._leisure_ time for me." At that moment two young women, both looking as though they'd stepped out of the pages of a _Marie Claire _magazine passed by Peter and Eddie. Eddie's eyes lit up almost animalistically at the sight of the two bombshells and with a mock-salute to Peter he headed off in their direction, succeeding in chatting them both up in no less than thirty seconds.

Shaking his head at his friend's tenacity but laughing nonetheless, Peter turned to face the party and found himself suddenly overwhelmed by the lively surroundings. Betty's townhouse was almost packed to the brim with people and it was only a combination of his expert reflexes and spider-senses that he managed to avoid being shoved up against the wall or stepped on. Those lucky enough to arrive early were gathered in the comfortable living room, seated by the electric fireplace or around the lavishly decorated Christmas tree, all of them engrossed in conversation.

Any of the young ladies gathered could have been Mary Jane Watson. It occurred to Peter after almost fifteen minutes of maneuvering through the party that he hadn't even seen a picture of the elusive girl, something he found oddly ironic and just the smallest bit suspect given the prevalence of social media in the lives of people his age. In the many months since he'd first heard mention of MJ he hadn't even had the chance to get a description of her. All he'd seen was a silhouette from the bedroom across from his the previous night and that had been fleeting.

_At least she didn't see me in my Spider-Man outfit_, he thought to himself as he picked his way through the living room and towards the kitchen which was mercifully less crowded. He'd come to the conclusion that if Mary Jane had seen him in the red and blue's she would have gone and told everybody she knew. After all, Spider-Man was not only the city's defender but it's biggest mystery.

He found Betty chatting brightly with a friend at the kitchen table which had been covered with plates and trays of every kind of finger food under the sun. Dressed in a fitting silver dress with her hair done up Betty looked almost as far removed from slaving away at an online newspaper as it was possible to be. The excitement of the party had brought a pink flush to her face and when she saw Peter standing awkwardly near the kitchen door her eyes lit up with delight and she bounced over to him as if on springs.

"You don't know how happy I am to see you here," she said with a bright smile and before Peter knew it she was pulling him into a tight hug. "Please tell me that you and Eddie didn't walk all the way over."

"You're starting to sound like Aunt May," Peter teased. "We took a cab if you really must know. I forced Eddie to pay, not that he can't afford it."

"Well good," Betty replied, leading Peter further into the kitchen. For one heart stopping second he thought that the young woman Betty had been talking to was Mary Jane Watson but when no introduction was made he realized with some relief that this was not the case. "I can't believe how fast the weather turned." She paused, in the act of doling out a glass of egg nog and looked over her shoulder. "Eddie's not out there is he?"

"What with everyone else? Yeah, where else would he be?"

"I just want to make sure he doesn't try and dose anybody is all," Betty answered.

"Betty that's terrible! You know perfectly well that Eddie would never stoop to that level." The very notion was enough to fire Peter's veins with irritation. It was only when Betty gave him a withering look that Peter realized she had simply been pulling his leg. "Sorry," he said, "I guess...still just a little tense."

Betty smirked over the top of her glass of egg nog. "Somebody getting the butterflies over meeting Mary Jane?"

"More like 'God I just want to get this over with already' flies."

Betty rolled her eyes. "She's around here somewhere. Trust me." Setting down her glass she added, "In fact, I think I'll go find her before something else happens to keep the two of you apart." And, without another word, she bustled past Peter, who watched her go with a sinking feeling akin to one being forced to descend to the depths of a deserted mine shaft. Betty's friend had picked up conversation with another party-goer and it was only after ten minutes had gone by that Peter realized Betty had been swept up by the revelry outside the kitchen.

With a heavy sigh, he pushed himself away from the goodie-strewn table and picked his way through the party beyond, suddenly feeling the full extent of just how claustrophobic his surroundings were. People pressed in from all sides, laughing and talking in what seemed to be an every growing swell of noise. After half an hour at the party Peter also noticed that the guests were growing more and more rowdy, not anywhere near the level of anything remotely out of control but just enough to put him on edge.

He glimpsed Eddie, hand in hand with a young blonde girl, heading up the stairs and it was on the tip of his tongue to call out for his roommate, to tell him that he'd had enough but before Peter could even formulate the words his friend had all but disappeared. Annoyed and severely uncomfortable, Peter squeezed his way between several people and extracted his coat from the hall closet. Turning around in the hallway, Peter glanced around for Betty and saw her standing almost at the opposite end of the living room, just visible between the bustling guests. She was laughing uproariously at something the tall young man next to her had said but somewhow seemed to feel Peter's eyes on her.

She stared at him for only the briefest of seconds but it was enough. She'd distinctly caught the "I'm-getting-the-hell-out-of-here" look in his eyes and he could tell that she did not like it one bit. Betty pushed herself away from the wall and charged through the crowd towards him like an angry bull but by that point Peter had already turned and headed towards the front door. The desire to get away from this overcrowded townhouse grew with each step he took and he had more than half a mind to go swinging around the city until dawn broke simply to shake off the uncomfortable feeling of being surrounded by too many people in too small a space.

_I'll just tell them to send me a picture of Mary Jane or something_, he thought as he closed a hand over the door. _I just want this stupid thing to drop already_. He heard Betty calling his name loudly over the din of the party and knew that she was only feet from him but he did not hesitate in his efforts to leave the celebration behind. Peter pulled the door open and stepped onto the front stoop of Betty's brownstone.

Somebody was standing just on the other side of the door, leaning casually on the railing and smoking a cigarette. She was completely alone on the front steps, the orange glow of the old fashioned street lamp casting her into full relief and when she turned to face Peter at the sound of the door opening he stopped dead in his tracks, feeling as though his breath had literally been stolen out of his lungs.

She was beautiful, almost too beautiful for him to even process on the spur of the moment, as though she'd come straight out of a dream. Long hair, red as a sunset framed a high cheek-boned, button nosed face that seemed to have been sculpted to perfection, beautiful but also so strikingly unique that Peter felt completely stupid for never having noticed her before. She had big, expressive eyes, fringed by naturally long lashes and they were the deepest, stormiest green eyes Peter had seen in his entire life. Her full, cherry lips parted invitingly, first in surprise and then widened to display a perfect, pearly smile. Several inches shorter than he was, the black leather jacket she wore did nothing to hide the smooth, perfect curves of her body and Peter was seized by a primal, male desire to touch her simply to see how soft she was.

Almost dazed, Peter simply stood on the front porch, just outside the door, staring at the girl with his mouth slightly open. He wasn't even aware that Betty had caught up to him until she called his name in exasperation. The second she caught sight of just who had stopped him, Betty also stopped dead in her tracks just behind Peter. At the mention of his name, the beautiful girl cocked her head to the side and shot Betty an almost inquiring look. Some kind of affirmation passed between them because the second she looked back into Peter's eyes he knew beyond a shadow of a doubt that she knew exactly who he was just as much as he had known who she was the second he'd seen her.

Taking an easy, careless drag from her cigarette, Mary Jane Watson smiled at him once more and said in a smoky, evocative voice, "Face it Tiger...you just hit the jackpot."


	8. A Walk in the Park

"Have I said that I was sorry for having dodged you for so long?"

"About three or four times since we left the apartment, Tiger," MJ replied with a smirk. She and Peter had left Betty's apartment, and the party at large, behind almost ten minutes ago to cross the street for a walk around the dark, snowy Central Park. The lamps were on, their amber glow tinting the low snow mounds with brilliant halos of light. The park was nearly devoid of people with the exception of the two of them as they walked and talked on the salted pathways, their hands tucked into their pockets, glancing at each other now and again and smiling softly.

"Well," Peter said, "I'm sorry for that too."

"Don't be. You're just tripping over yourself. I think it's cute." Peter felt his face flushing at her words and to his complete mortification she noticed and laughed, a genuine, hearty sound that filled the dark park and seemed to make it brighter.

_If I would have known it would have been this easy_...Peter thought, glancing sideways at MJ as she walked along beside him, perfectly at ease. So many things about this entire situation amazed him, not least of which was Mary Jane herself. It wasn't just her incredibly striking beauty but her easy, warm nature, something that he hadn't anticipated at all. As cliche' as the term had been, Peter fully appreciated the credence in Betty, Aunt May and even Eddie referring to Mary Jane as a "nice girl", although that barely scratched the surface. Barely fifteen minutes in her company and he felt completely enchanted by her, like a child witnessing the beauty of a snowstorm for the first time.

But what possibly amazed him even more was the fact that he hadn't completely put the brakes on the situation, that he hadn't decided to keep Mary Jane at arm's length after all.

Part of him, the part that was still desperately hanging onto Gwen, simply pegged it down to Black Cat. She had sunk her claws into him and simply flipped on the switch to his hormones once more. And yet even that was a fleeting thought. He was so tired, so damn tired of trying to stop the world around him from becoming a part of his life that in the time it had taken for him and MJ to reach the outskirts of the park he had almost subconsciously decided to stop fighting, even if it was just for the night.

_Besides,_ he reminded himself, _it's not as though you have to take her dinner tomorrow night. Even Aunt May said that..._

"You know I'm surprised you haven't gotten around to asking the reporter-type questions yet," MJ said as they cut through a line of trees that swayed gently in the cool night wind. "When Eddie first met me he spent like fifteen minutes trying to get my life story."

"Seriously?" Peter asked with an incredulous laugh. It was such a typical thing for his roommate to have done. Peter had honestly been surprised that Eddie hadn't questioned Aunt May when he had joined them at his old house for Thanksgiving dinner the previous month.

"Totally!" MJ replied. "It was kind of neat. Felt like a test-run for being interviewed by _Entertainment Weekly_ or something."

"Well," Peter said, "no offense but you're not exactly a MacBook and that's more my specialty...along with pictures of Spider-Man that nobody gives a damn about."

"I'll take the thing about the MacBook being a compliment," MJ said with a teasing grin. "And as for not giving a damn about pictures of Spider-Man...lots of people do," She gave him a meaningful smirk and added "My cork-board collage is made up almost entirely of pictures of Spidey that you took. Although since the Bugle moved to the web I've had to use Aunt Anna's printer, not that she ever notices."

Something that Peter could only think was self-satisfied pride pooled in the pit of his stomach at the thought of this incredibly beautiful girl bedecking a pin-board with images that he had not only taken but were also of himself. As they continued along the quiet lane of the park, MJ's revelation caused Peter to walk a little taller, his chest puffed out slightly in sheer ego even as her words made him think back to a conversation he had a long time ago in the hallways of Midtown High School.

_"Heh...character, my uncle. He's a pathological liar and he also thought you were someone else."_

_Gwen gave him a dramatic pout and said, "Aw man you mean you don't have me on your computer?"_

_Mortified and tripping over his own words Peter replied, "Well yeah, I mean I took a photo of the debate team and you're on the debate team. So...he must've seen me; I was touching up stuff."_

_Smiling broadly even as Peter's face fell in disgust at his accidental innuendo Gwen said with a laugh, "Touching up stuff?" Her amazing, jade eyes were alight with mirth and as much as Peter wanted to sink into the ground he also felt his pull to her strengthen like the strongest magnetic energy in the world..._

"You okay, Tiger?" Mary Jane's voice pulled Peter out of the memory. Looking at her he saw that she had been watching him silently while they'd walked and was now regarding him with concern. "You looked a little lost."

"Yeah," Peter said with a noncommittal shake of his head. "Just, uh...a little bit of ancient history came back, that's all."

He had completely expected her to press him for more, simply because that was what he had come to expect from people since striking out after Gwen's death. Whenever he happened to touch upon the subject, accidentally or otherwise, most people's first reaction had been to ask him what had happened. Even Eddie and Betty Brant had come close to brushing on the subject of Gwen although they'd immediately backed off when they'd sensed the sensitivity of the issue.

Mary Jane, on the other hand, simply nodded, a look of understanding coming into her big, green eyes as they continued to walk together. Without thinking it seemed, she crossed her arms almost protectively and said, "Well there's something we both have in common, huh? The past hurts way too damn much to drag up." There was a wistful, almost regretful tone to her voice and Peter stared at her as if seeing her for the first time again. He remembered Eddie's superficial words about Mary Jane being so incredibly beautiful and anybody with a pair of working eyes could determine that. But since he'd started speaking to her he'd been able to determine for himself that there was more than just stunning good looks to her. She'd talked and laughed with him easily. There was lightning humor and genuine warmth in her, not to mention an unmistakable zest for life that Peter found almost infectious in spite of only having known her for less than an hour.

But even then there was something more to her, something that he knew she wouldn't reveal to anybody, least of all himself, something that seemed to be just as damaged as he was. He felt pulled by both aspects of his life; his reporter curiosity made him want to know more, to know why and his sense of duty sparked within him an intense desire to rectify whatever wrong had been done to Mary Jane in the past, to save her from the pain, from the kind of torture he had to endure.

He wanted to reach out to her, to comfort her, to take away whatever it was that made her feel so bitter about the past. She was too beautiful, too warmhearted to deserve such feelings. She had never let anybody down, not the way he had. He deserved his scars.

Almost as though she could sense the somber mood that had overtaken their walk, MJ tossed her hair over her shoulder effortlessly and forced herself to smile, something Peter could tell instantly that she had had to do more often than not. Betty had told him that MJ was an actress and although the careless grin was convincing, it didn't quite meet the solemn shadow that had fallen across MJ's eyes.

"Doesn't really matter now I guess," she said with a stab at her former easygoing manner. "How about those questions huh? I'm getting all suspenseful waiting for you to fire them off."

Peter took a deep breath. Wrestling with every molecule of his being that was telling him to not let her let the subject drop so easily he said with all the air of an overeager reporter, "Miss Watson...what is it that makes you smoke cigarettes?"

MJ laughed, an honest laugh that returned the original spark to her eyes. "I'll go with the old standby; it's because I'm very stupid." Still chuckling, she added in a somewhat more serious voice, "Like most people my age I started in high school. Stupid, impressionable young girl wanting to look badass and everything. Actually it sort of sucks that you saw me having a puff. That's the first time I've smoked in like a month."

"Really?"

She nodded, stepping over a large mound of rock that had barely been dusted with a sugar coating of snow. "Yeah. Not to knock Betty or anything but that party..." She gave an effected shudder and added, "Too many people, not enough space. Which is why I'm guessing you were planning on cutting out early?"

Giving MJ a guilty smile, Peter nodded and said before he could stop himself, "Sorry."

"Again with the apologies," MJ said with another laugh. "You keep that up Tiger and I'm going to start charging you for every time you say it. Besides," she gave him a pointed stare and added, "I'm glad you tried making a grand escape through the only exit. We wouldn't have bumped into each other if you hadn't."

"Yeah...I guess you're right."

They turned onto the stone bridge that arched over the meandering river that ran through the park. Below them, the frozen water stared back up almost unforgiving in spite of its small size. Staring down at it Peter remembered his dream from the previous night and quickly looked back at Mary Jane. To his surprise and alarm she had hopped onto the edge of the bridge and was looking at him appraisingly. "Do...do you think it's safe to be on there like that?" He said, trying to hide how nervous he actually was. His spider-sense would, of course, be able to alert him if MJ did lose her balance but he still would rather she aired on the side of caution.

"Don't worry about me Tiger," MJ said with a smirk. "I've been in worse situations than sitting on a bridge talking to a cute boy." Her smirk only deepened when Peter's face glowed in a pink blush. Teasingly she said, "Cold?"

"No just very receptive to flattery," Peter replied and, before he could help it, he hopped up onto the side of the bridge to sit next to her. Returning her somewhat surprised look with a grin of his own Peter said, "Hey, if you go down I'm going down with you." MJ shook her head but smiled all the same. For a long while there was silence between them, the distant whir of late night traffic and the sounds of what few other people there were in the park the only thing disturbing the peace. Peter reveled in the comfortable quiet, in how easy it felt to him to just simply sit there with her and enjoy the night air. He ashamed of himself for having tried to avoid meeting MJ this long, although somewhere in the back of his mind he could tell that their complicated dance of skirting their first interaction for so long had only fueled the ease with which they had been able to connect.

After a minute or two MJ finally broke the silence. "Hey, since you asked me a question does that mean I'm allowed to pester you too?"

Peter blinked at her and said with a mock offended tone, "Pestering? Who was pestering? As I seem to recall you were the one who wanted me to question you."

"I changed my mind," Mary Jane replied with a shrug. "There's a term for this kind of thing in your field of work right? Quid pro quo or whatever."

"Something like that."

"Well Tiger, I'm in invoking it. Why exactly...are you working at the Bugle?"

Frowning, Peter turned to her and saw that she was completely serious. More intrigued than annoyed he asked, "What makes you want to ask me that?"

"People talk," MJ replied simply. "I mean, Betty does most of the talking because she gossips more than a house full of hens but...well from what I've heard it just doesn't seem to me like you really like it all that much."

"Do you like working at that pub?"

MJ grinned at him and said, "Not really, but we're not talking about me right now, are we?"

"Why not MJ? I think you're fascinating." Peter blinked as the words left his mouth. It had come from an honest place, a place that he hadn't even quite known existed. He wanted to apologize because it had been such and Eddie Brock-like thing to say and yet he knew full well that doing so would be more of a lie than having spoken in the first place. He glanced at Mary Jane apologetically, waiting for her to shower him with well deserved abuse for having said something so forward.

But she didn't look angry or offended. She was staring at him with her eyebrows arched in surprise and her lips slightly parted. She had been the one testing him most of the night, the one making him trip over his words and turn as red as a tomato but now to Peter's astonishment it was MJ's turn to blush, the pink tinge of her cheeks making her look positively doll-like. She stared at him in almost bewilderment, as though she couldn't believe what he'd said but was incredibly flattered that he'd done so. MJ raised a hand, to do what with Peter did not know because the second she moved his spider-senses went off just as she lost her balance on the edge of the bridge and slipped off over the edge.

Without a sound, Peter let himself fall, propelling himself off of the edge with all the speed of a bullet. He landed on the icy river below, which cracked at the impact. Before Mary Jane could so much as let out a yelp of surprise at having fallen off he caught her in both of his arms, grimacing as the ice cracked even more at the added weight. Breathless and cradled in his arms, MJ stared up at him, her storm green eyes wide with shock. Puffs of air mingled between them as she caught her breath, her senses catching up with her. Gasping, her eyes still fixed on his she said, "You're extraordinary."

Peter laughed and was about to set her down on the fractured ice when once more his spider-senses alerted him to possible danger. He could feel the vibrations in the air like a plucked guitar string and heard the whistling, whirring sound of the projectile heading towards himself and MJ. With lightning fast reflexes he flung out one arm in time to catch the snowball that had been aimed directly at his head. The cold orb began to melt almost at once in his hand and he heard the surprised call of the person who had thrown it from a ways off behind them.

Chucking the snowball back from the direction it had come, Peter set Mary Jane down on the frozen river and quickly helped her back towards the bank.

"How the hell did you do all that?!" She asked in astonishment, staring at him with the same amount of wonder and awe that he had seen on the faces of the people he had saved from danger in the past. In those situations he had been wearing his mask and costume and had easily managed to explain it away as simply being Spider-Man. Now, however, he quickly fished around for some lame excuse as he helped MJ back up the river bank and onto the path.

"I was...uh...on the softball team in high school," Peter fibbed, refusing to meet her eye.

"Well you must have been MVP or something because that was nuts!" Mary Jane was laughing again and in spite of narrowly having blown his cover, Peter couldn't help but smile as he said, "Nah I'm nothing special."

Halting as they walked back down the direction they had come, MJ gave him a look of complete disbelief and said, "Actually yeah...you kind of are." Then, before Peter could stop her, she hooked an arm under him and practically dragged him the rest of the way back to Betty's, laughing at his attempts to keep up with her and not trip on the patches of ice that littered the pathway.

They were both giggling and out of breath by the time they arrived back at Betty's apartment. Peter saw with a mixture of amusement and annoyance that the party hadn't slowed down a bit in the half an hour since he and Mary Jane had been walking. If anything, it had gotten rowdier.

"If the cops show up," Peter said as he and MJ observed people practically spilling out onto the front step from within, "I'm definitely writing a story about it for the Bugle."

"Probably be headline news too," Mary Jane said cheerfully. Then, sighing heavily, she glanced over her shoulder at the dark street and said, "Well, as unbelievably fun as it looks to head back into the lion's den, I think I'm just going to be boring and predictable and head on home."

"Do you have a ride?" Peter asked.

"Nope," MJ replied with a smile. "But it's New York City. Everyone has a ride if they've got enough cash on them. You going to your aunt's place?"

Peter grinned teasingly down at her and said, "Are you asking me if I want to share a cab with you?"

"I might be," MJ said with a coy smile.

Peter chuckled but shook his head. It was tempting, incredibly tempting but he had put off patrolling the city properly for too long. His mission for Dr. Octavius the night before hadn't allowed him even a moment to be on the lookout for other crimes and now that it was behind him he had some serious time to make up for. Still, as he watched MJ flag down a passing yellow taxi, he almost felt angry at his heroic duties for taking away the chance at getting to spend more time with her away.

As if to compliment this thought, Mary Jane held open the door a second before climbing in. She glanced back over her shoulder at him, her flaming here gleaming in the lights from the street lamps. Her green eyes once more managed to draw Peter in like a maelstrom and she said, the hope in her voice plainly evident, "Are you sure you don't want to come along for the ride? You don't even have to pay if you don't want too."

He wanted to. Every portion of his being seemed to be telling him to accept, to get into the back seat of the taxi with MJ simply to remain in her company for the amount of time it took to get them to her aunt's house. Heaven only knew that it would make Aunt May happy to see him help Mary Jane to her front door.

But there was a city out there that needed him, that would always need him no matter what he wanted for himself. Regretfully, Peter shook his head, giving her an apologetic smile. The only comfort in her departure was that she didn't look upset at his refusal. Once it seemed as though Mary Jane understood exactly why he had to say no, the same way she had back when he'd been reminiscing about Gwen in the park.

"See you soon, Tiger," she said with a smile before ducking into the cab and driving off down the street. Peter stood in front of Betty's apartment, the noises of the party behind him doing little to distract his thoughts from the memory of his meeting Mary Jane Watson. Shaking his head, Peter turned and hustled to the end of the block, sending a quick text message to Eddie on his phone. He knew full well that his roommate was more than likely enjoying the party to its fullest with one of the girls he had managed to charm, which was just as well. The longer Eddie was out, the less explaining Peter would have to do when he returned to the apartment in the morning.

The alleyways behind Betty's block were narrow and cramped but mercifully dark. Ducking behind a tub of shrubbery, Peter hastily peeled off his outer layers and extracted his mask from the inside pocket of his jacket. Quickly as he could, he fired several fine webs around the bundle of clothes he'd made, forming a rudimentary pack to carry his things with him. Then he leaped as high and hard as he could, catching himself on the edge of one of the brownstone's that neighbored Betty's. Crawling up the side, he chewed on the inside of his lip, trying hard to determine just what he would do with the remainder of his night.

_Whatever it is_, he thought as he reached the roof of the apartment, _I really hope it's distracting. Between Black Cat and MJ I'm turning out to be something of a Casanova_. After he'd returned to being Spider-Man all those months ago after Gwen's death he had found it almost a boon to be able to go out swinging, to nab thieves and kidnappers in the midst of their wrongdoing because it served as a way to distract himself from thinking about Gwen. Now not only did he have to put up with her memory, but also this latest development-whatever it was-with Mary Jane.

Shaking his head, Peter fired a line of webbing in the opposite direction that the taxi had gone and swung off into the chilly winter's night, resisting the urge to turn around and follow MJ all the way back to Queen's. He swung through the streets of the city, zooming over the heads of late night pedestrian's and police officer's in the midst of cracking down on crime. Once or twice he stopped to lend a distant hand, usually in the form of a well aimed web-ball, to the boys and girls in blue, before heading on his merry way.

And yet no matter how fast or high he went, he still couldn't shake MJ, still couldn't stop himself from thinking about how beautiful and mesmerizing her eyes were, or how she had warmed him just by laughing or smiling...or how she had seemed so sad and pained for that brief moment when they'd been talking about the past. Something had happened to her, that much he knew without a doubt, but he wasn't foolish enough to ask right away.

_Who knows_? He thought as he come to rest in the middle of Manhattan, looking down at the surprisingly busy street below. _She probably won't even see you again...no matter what she said. Geez, she and Black Cat really have a way with cryptic parting shots. I wonder if they take a class together_? Chuckling to himself, Peter launched himself off the edge of the skyscraper he'd perched on and allowed himself to free fall before connecting a web to another building lower down and then swooping along the street.

He frowned when he noticed what appeared to be a Salvation Army Santa Claus leaning into the passenger side window of a shiny silver car. Twisting around in mid-air, Peter shot a line to the nearest light post and perched atop it, looking down in curiosity at the scene before him. For half a moment he believed the Santa to be the victim of some kind of sick car-jacking.

It was only when he saw the man in the driver's seat topple out of the car and shaking like a leaf that Peter realized it was the other way around. Grimacing, he webbed the nearest building and swept off of the light post, kicking the thieving Santa Claus square in the chest and sending the man flying several feet through the air. Peter caught the man around the middle and tightened his hold on the webbing as they both zipped along the street.

"Oh goody goody gosh!" Spider-Man said with a high-pitched, childlike voice. "It's Santy-Claws! And he's here for real!" The thug, whose costume was rather pathetic this close up, merely whimpered in response as Peter speed along the street, taking them both up higher and higher as they went. "But Santa...it's too early for Christmas presents! Shouldn't you be at home in the North Pole?

In response, the thief only let out a gargling whimper, his face turning green as Peter swung around a corner faster than a speeding car. The man's fake beard slipped off in the slipstream wind and Peter almost laughed at the stereotypical look of a thug that the man possessed, his five o'clock shadow and beady eyes straight out of a bad gangster movie.

"You know if there's one thing I can't stand," Spider-Man went on, dropping the innocent tone of voice, "it's people stealing from folks who've worked hard to get what they have."

"I w-wa-wasn't!" The would-be carjack said, his voice as his eyes practically bugged out of his head at the heights Peter had taken them too.

"Well even if you weren't you're still a lousy Santa Claus. I mean come on dude what if that guy had had little kids? They would have been scarred for the rest of their days by jolly old Saint Nicholas being nothing more than some lowlife car thief with whiskey breath."

"He-he d-didn't!" The thief protested. "Wh-where are you t-taking me Spidey?"

"To start your yearly rounds of course," replied Spider-Man chipperly as he took them both down lower to the street. He could just see the bright lights of a police station ahead. "You're going to want to get a head start on your five-to-ten years after all seeing as how you're being nice enough to turn yourself in."

"I...I am?"

"Of course. You're the one who checks the list right? Maybe if you're a good boy the cops will move you from naughty to nice." And with that, he touched down in front of the station and practically threw the carjack from him. The man was able to get his bearings rather quickly and tried to take off at a run but Spider-Man beat him to the punch, firing a well aimed shot of webbing at his feet the way he had done to Black Cat. With a cry of alarm and frustration, the man toppled over and landed face first on the icy sidewalk. Shaking his head, Peter walked forward, seized the man by the cuff of his cheap Santa Claus suit and carried him to the front of the station, shoving him through the door and into the lobby. "Make sure you tell them exactly what you did," he said, ignoring the shocked looks of the officers and civilians waiting in the lobby. "Santa's not the only one who sees you when you're sleeping y'know."

Grinning beneath his mask, Peter turned and headed back onto the street, prepared to jump and web his way back down the block. Apprehending the crook had been a good rush of the nerves for him and it had also been a pleasant distraction. The second he'd tightened his muscles enough to spring off the ground he felt the web-constructed pack he'd made vibrate against his side. He stopped, frowning, and for a moment had no idea what in the world was making the reverberation.

"Aw crap," he muttered, remembering that he'd stowed his phone in the pocket of his jacket. Springing into the air, he fired a web at the top of the police station and launched himself along it, coming to rest just behind the heat radiator. Crouching down, he peeled the pack off of his side and tore it open, fishing around for his jacket and extracting his phone.

He'd been expecting a text message from Aunt May or even Eddie but he didn't recognize the number that appeared when he unlocked his phone.

He needn't have wondered for long who it was from however and as he read it, a broad smile formed beneath his mask in spite of all his efforts at distracting himself from this very scenario.

_Hey Tiger. Your aunt gave me your number. It was fun chatting with you but I don't think it lasted long enough. Wanna go out for a bite tomorrow nite? _

He froze for a long moment, his gloved fingers hovering inches above the screen of his phone. He wanted to. Really wanted to as a matter of fact but something in the back of his mind was stopping him, something that had everything to do with what it was that had made him space out in Central Park. Walking and talking with Mary Jane was one thing but...dinner? It sounded so official, so...date-like.

_Traitor_? He thought to himself unsurely, looking around the dark rooftop as though hoping to find something or someone to reaffirm his hateful thought.

The only thing that came to him was a husky, gentle voice, a voice full of compassion and courage, one that spoke to him in moments like this when he wanted nothing more than to sink into a vat of blackness and be completely consumed.

_Never. Not a traitor bug-boy. Give it a chance._

Sighing to himself, Peter typed back with fingers that were shaking from something that wasn't the cold: _Love to. Be at your place around five. _


	9. Date Night

The view from Calvary Cemetery was a seemingly endless one of grave markers, tombstone and statuary devoted to the dead. Even the tall skyscrapers visible from any part of the tranquil place of rest looked like overlarge headstones; grey, cold giants that stretched towards the winter sky, looking dead from the distance despite the life that Peter knew teemed within them. The cold still penetrated through the clothes of those people who were out and about that sunny afternoon, although the Arctic conditions of the previous day had lessened slightly. To the south, billowing blue clouds were just visible on the horizon, threatening a new onslaught of snow.

Walking the well-tread path towards a spot he had visited countless times, Peter's thoughts were surprisingly light in spite of yet another night-or in his case day-of nightmares about Gwen. He had returned to his apartment from his patrol of the streets after getting MJ's text message at the crack of dawn, stopping only to take a grudging photo of himself perched on a light-post near Madison Square Garden. He hadn't bothered to check on Eddie but had known perfectly well that his friend would have more than likely remained at Betty's, unless of course he'd managed to flag down a cab. Collapsing into his bed, he had fallen asleep quickly, his muscles singing with the kind of exhausted delight that only a night of swinging through the streets could give him. He had hoped that the dreams wouldn't have come but they had.

_That's three nights now_, he thought with a shake of his head as his feet crunched over the frosty grass. Usually his nightmares had been more sporadic. The only comfort he took in the images of Gwen that had plagued his subconscious was that Mary Jane hadn't intruded at all. He could stand Gwen's face screaming and raging and falling away from him because it had become common but the very thought of having her replaced with MJ in his dreams made his stomach clench sickeningly.

Coming to the cemetery had become a monthly habit of his. He had been planning on saving his trip here for Christmas Eve but after the most recent bout of disturbed dreams Peter knew that it was high time to pay Gwen a visit. Hands stuffed into his pockets, Peter picked his way through the rows of grave-markers and finally came to a stop at the almost white headstone that marked Gwen Stacy's final resting place.

No matter how many times he came to this spot he always felt the same wrenching, numbing weight in his heart. It simply signified Gwen, what she had been; her entire personality and courage and kindness all wrapped up into a marble headstone that jutted out of the ground like all the rest. Peter had come to the conclusion that tombstones were simply microcosms of the people they represented; the body was out of reach, cold and decayed in the dirt so a piece of the soul remained, contained metaphorically in the monument. It was supposed to be a means of comfort but to him Gwen's tombstone was more like a door, an opaque door that he knew she was standing behind but would and could never open again.

He sighed, a trail of vapor streaming from his mouth and said, "Hey kid...Merry early Christmas. The place looks great right now with all this snow but then again you probably already know that from where you are." He chuckled softly to himself and cast an unconscious look to the heavens. "I don't know if they're in the habit of giving Christmas presents up there but...could you make sure mine is some good dreams? Or maybe no dreams at all? It's just...it's hard Gwen...seeing you like that when I try and sleep...especially lately." Peter was silent for a moment, staring levelly at Gwen's tombstone without really seeing it. Talking to her was a way for him to hang on to a piece of her, no matter how feeble and metaphysical that piece was.

"I miss you," he said softly. "I always miss you and I don't want to lose what I've got left of you but something happened...something's...changing Gwen...I can feel it and I just don't want you to hate me for it." He took a deep breath, his lungs prickling with the frozen air. It felt almost sacrilegious to be referring to the feelings Mary Jane had ignited within him here at Gwen's grave. Shaking his head, he forced himself to talk about other subjects the way he had when he'd visited her resting place in the past. He spoke about Eddie most likely getting wasted at the previous night's party, of how Jameson was still riding his ass about Spider-Man and about the wannabe car thief Santa Claus he'd apprehended the previous night. Mild, almost lighthearted subjects that he wished he'd gotten the chance to speak more about with her when she'd been alive.

The sounds of approaching footsteps made him stop as he was telling Gwen about Aunt May's late night shift. He wasn't embarrassed by talking to Gwen because he never could be. It was so hideously wrong to feel shame at addressing a deceased loved one. But he lowered his voice, waiting for the person to move on but to his slight dismay their footsteps had stopped. Grimacing, Peter glanced sideways and felt his stomach do a somersault.

Mary Jane was standing several feet away from him wearing a thick yellow turtleneck sweater, her flaming hair cascading from beneath a dark green woolen hat. In one hand she was holding a full bouquet of red poinsettia's. She looked as shocked to see Peter as he was to see her and for a moment they simply stared at each other in dumbfounded confusion, Peter feeling vaguely like a man caught being unfaithful.

"Hey," MJ said after a moment.

"Hey," Peter replied, scratching the back of his heel with his opposite foot. "I, uh...didn't think we were having dinner here tonight..."

"Well it's not really a pizza joint but it'll do." For the first time, Mary Jane seemed almost nervous, as though she really wished she hadn't bumped into him at all. Judging from the flowers she clutched Peter knew at once just why she seemed so discomfited. She was here to visit somebody and didn't want him to know who or why. He opened his mouth, prepared to try and brush off their accidental meeting somehow but MJ cut him off, glancing at Gwen's headstone. "I, uh...I didn't know you had anybody here...I guess that's an incredibly dumb thing to say..."

"I know a lot of people here," Peter said with a sigh. "Too many actually." Mary Jane's sea-green eyes brimmed with pity and Peter felt suddenly embarrassed for having said something so dramatically tragic. He half-laughed and added in an awkward attempt at nonchalance, "That's just life huh? You lose some and...uh...win...some."

MJ shook her head distractedly and frowned, taking a step closer to Gwen's tombstone but still maintaining a respectful distance. "Gwendolyn Stacy..." She said, almost to herself. "I read something about her last year but..." She glanced up at Peter, almost hesitantly as if afraid to broach the subject.

"Gwen this is MJ," Peter said, nodding from the grave marker to the girl standing beside him. "MJ...this is Gwen. She was my...well I mean we were..." Peter didn't know how to describe it. How could he possibly put into words what Gwen had meant to him? Girlfriend was so commonplace, so bland compared to what he had felt for her. And as for one true love...well up until recently Peter had believed that completely but now he wasn't even sure that was possible.

Comprehension dawned on Mary Jane's face. Her eyes widened and her lips parted in mingled surprise and self-disgust. "Oh God Peter I am so sorry! I had no idea!"

"Hey it's fine. Not a lot of people do."

But MJ seemed determined to be as mad at herself as possible. "The whole damn time!" She all but wailed. "God, everybody kept pushing you and pushing you to meet me and they never had the decency to tell me that you lost somebody so important to-"

"Mary Jane!" Peter said, slightly forcefully in order to calm down. He didn't like seeing her so worked up, especially over something that had occurred so long ago. Of course any other time he would have stood by all the abuse she was showering on the people who had tried setting them up. "Really it's...it's okay...I've sort of dealt with it."

MJ stared at him, her gaze still sympathetic. She glanced from Gwen's tombstone to Peter and then back again and said thoughtfully, "She must have been an incredible girl to have caught your eye, Tiger. I can't even imagine...I don't think I could hold it together half as well as you are."

"I wasn't for a while," Peter admitted quietly. "But...it's nice that I've still got pieces I can come back to." Mary Jane smiled softly at him and, before Peter knew what she was doing, plucked a long stemmed, fully blossomed flower from the bouquet she carried. Crouching down, MJ placed the poinsettia delicately, almost tenderly on the earth in front of Gwen's headstone. With a small smile she said, "You're one lucky lady Gwendy. Should've come by the restaurant back then. We would have hit it off, I'm sure." Then she got to her feet and, still smiling, hooked her arm under Peter's, standing with him quietly as they looked down at the single red flower on Gwen's grave.

After a moment of silence MJ said quietly, "Hey Tiger...if you're okay with it there's somebody I'd like you to meet as well." Peter glanced down and saw that Mary Jane was gazing pensively at Gwen's headstone. Her eyes were a million miles away and yet she'd set her chin determinedly, as though she'd finally stolen herself towards this course of action.

"Only if you're okay with it," Peter told her, relishing the warm feeling of having her so close beside him.

"I'm sure," MJ replied. "Come on...you let me see the woman you loved. I think it's only fair that I introduce you to somebody who used to be really important to me." She chuckled dryly and added, "Besides...if we're going out to dinner it's only appropriate that you meet my mother."

* * *

A massive Chrismas tree had been erected on the first floor of the mall, the gilded star on top almost touching the glass ceiling that domed he third floor above it. Cheerful lights twinkled from amid the fake evergreen branches which had been bedecked with candy canes, baubles and red bows. The sounds of familiar holiday songs wafted from every speaker in the main area of the mall as shoppers dressed for the weather hurried about with their Christmas purchases.

Peter barely took it all in as he walked with Mary Jane through the second floor food court. They had a perfect view of the festive scene around them but neither seemed inclined to enjoy it. Both had been silent during the twenty minute walk from Calvary Cemetery and Peter fully expected Mary Jane to remain quiet for the remainder of the evening. Now, as MJ stared out almost blankly at the crowds below them Peter felt almost completely helpless to do anything to help her.

The memory of her mother's tombstone had stuck with him during the entire trip to the mall. She had died so young from the date on the marker and while Peter felt that the knowledge had deepened something between himself and Mary Jane he knew fully well that knowing about her mother barely scratched the surface. There was pain there, something big enough to make her whole entire demeanor change. Peter felt as though she'd shown him something incredibly intimate and he wasn't entirely sure he liked the feeling.

"She killed herself."

Peter glanced at MJ, the sound of her voice almost a surprise after being silent for so long. Staring down at the scene below, her eyes were distant, her beautiful face grim. "I know you're too sweet to ask Tiger but that's...that's how she died."

"You didn't have to tell me. Not if you didn't want to."

MJ smiled sadly at him at said, "Funny thing is...I actually don't mind telling you. It's...it's kind of a relief actually. I haven't told a soul since it happened. Not even Betty knows that." She bit her lip and then added in a rush, "My father drove her to it really. Years and years of him just going after her and my older sister and she couldn't take it anymore."

Anger flared in Peter's chest, drowning out the burgeoning pity. He wanted to hunt MJ's father down to the ends of the Earth, to make him pay for having caused her such pain, for taking her mother from her so young. Peter's fingers curled tightly over the gold metal that ran across the top of the transparent banister and before he knew it he felt it crushing in his hand, the thick steel as fragile as butter. Nostrils flaring as his heart pounded in his ears, Peter forced himself to take several slow, deep breaths as Mary Jane continued to speak to the air before them.

"He never, y'know...did anything to me...and that was the worst part. I never understood why, y'know? Like...what was so special about me that he never threw it my way? He never hit me...he never even swore at me and it...it just..."

She sighed heavily, her eyes still distant. Before he could stop himself Peter placed his hand gently over hers on the railing. Her skin was warm and soft as down and something surged through Peter's veins like an electric current, not altogether unpleasant. It was almost like a gentle tickle, setting each of his nerves off in a domino rally. MJ's eyes, bright and stormy, stared into his and for a moment Peter let himself get swept away in the hurricane he saw in her.

_So this is what they mean when they say the eyes are the window to the soul,_ he thought. He'd barely known her for twenty four hours but already he felt as though he was beginning to understand the quietly raging tempest that was Mary Jane Watson. There was a heat to her, a blazing zeal for life and everything she could experience in it. It was reckless, passionate and all-consuming but intertwined with it was the wall of ice that she had built around her, protecting her innermost secrets and hiding the pain and vulnerability. The perfect combination for a veritable super-storm of a human being.

_Just like you_, said the voice that sounded like Gwen in his head.

"You didn't tell anyone else," Peter said softly, almost disbelievingly, his hand still covering hers, his eyes still pulled under by the maelstrom in her own.

"No," she whispered. All around them the mall continued to buzz with life, almost a separate world from the one they had found themselves in.

"Why me?"

"Don't know. I just...felt like I needed to...like I could just tell you and it would be okay."

Peter's fingers laced with hers and for a moment he wanted to hold her to him and leap over the railing and carry them both out of the mall on the thread of a web. "I'm sorry," he told her softly, genuinely. "You'd hear that from a lot of people I guess...but...but I really am, MJ. I wish..." He wished what? That he could swing into the past and save her and her family from her monster of a father? It was impossible, not to mention so typically him; having to save everyone from the smallest piece of evil. He hadn't even been able to save Gwen from a simple fall and there he was wanting to wish away years of scars from Mary Jane's life.

She smiled sadly at him, placing her other hand over his. "Thank you," she said softly. "I didn't know if..." Her voice broke and she swallowed heavily before forcing a small smile. "Thank you."

He could have stared into her eyes forever but at that moment a little girl's voice close at hand cut through whatever it was that had kept them glued to each other's eyes.

"Grandpa! They're under the mistletoe, how come they're not kissing?!"

Both Peter and MJ looked around at the sound of the little girl's voice. Peter's first thought when he saw the child and her grandfather was that he hadn't known that the old librarian from Midtown High had had any children let alone grandchildren. The kindly looking man with wispy grey hair gazed reproachfully at Mary Jane and Peter from behind his tinted glasses and said with evident mirth, "Well you heard her! Hop to it young man. It's tradition after all."

Peter looked back into MJ's eyes, his heart starting to beat fast for reasons he couldn't understand. His face felt as flushed as hers was becoming and although a small part of him was screaming in protest at the notion, Peter wanted to know what would be like to kiss her, to feel those full cherry lips of hers on his. Judging from the almost curious way MJ was looking at him, Peter could tell that she was more than likely thinking the same thing.

"It's not binding," Mary Jane said tentatively.

Grinning, Peter said, "Yeah but you heard the man. It's tradition." And with that, he tilted his head down, cupped the side of MJ's face with one hand and softly kissed her. It was a gentle, chaste kiss but one that immediately sent Peter's mind into overdrive. He wanted more of this, more of her, wanted to stay locked in this moment for the rest of his life.

He felt swept away by the touch, the very nearness of her. He wanted it to be wrong, wanted somebody to suddenly come along and berate him for being such a traitor to the memory of the girl whose tombstone he had been at less than an hour ago. And yet there was no denying that it felt so right to be doing this, to let her in even if it was just part of some stupid holiday tradition. He wanted to disappear into the refuge of the moment with her, to hide forever in the little space that had somehow formed around them when their lips had touched.

All at once the moment was brought to a screaming halt as Peter's spider-senses went haywire. He broke the kiss with Mary Jane and whirled around, staring as hard as he could at the floor below. He could feel the vibrations in the air, echoing savagely as though plucked by the hand of a giant. Almost a second later he heard the screams of the people on the lower levels. He opened his mouth, prepared to offer Mary Jane a completely lame excuse that would allow him to slip away but before he could say a word she too looked around, drawn by the sounds from behind and below.

Hating himself for leaving her high and dry, Peter retreated into the gathered, worried crowd, grimacing as the screams and sounds of destruction below increased. Bobbing through the onlookers, Peter dove into the nearest bathroom, slipped into a stall and tore off his outer clothes. Just before he pulled his mask on he was blindsided by his spider-senses going off like a police siren. Almost a moment later he heard the people on the second floor outside the bathroom screaming in terror. Something heavy and metallic crashed against the floor which shook under Peter's feet.

Adrenaline pumping through his veins, he pulled his mask over his head and kicked the stall door open. Alerted by his senses, Spider-Man leaped backwards, skidding to a halt at the opposite of the bathroom as something crashed through the wall from, sending rubble and tiles flying.

He knew exactly where the thing had come from. Almost as tall as pony and shaped like a spider, the machine's electric red eyes zoned in on Spider-Man almost instantly after crashing through the wall. The web-slinger could see the people on the other side scampering away from the robot and felt an overwhelming sense of relief that he at least wouldn't have to be in charge of damage control.

"Otto," he muttered to himself as the robot crouched on its spindle leg and prepared to launch itself at him, "you really should have done your homework before presenting your project to the class." Firing a line of webbing at the ceiling over the machine's head, Spider-Man launched himself into the air just as the robot charged towards him. The thing crashed into the opposite wall and he grinned at the satisfying sound of metal meeting tile.

Dropping to the ground outside the demolished bathroom, Spider-Man turned to assess the robot's next move. Although it had charged headlong into the wall of the bathroom, it pulled itself around almost at once, its sturdy yet thin legs clicking on the tiled floor as it turned to face its quarry. Narrowing his eyes, Spider-Man flipped backwards over the side rail as the machine charged at him once more. He had planned on firing a web line to the underside of the ceiling but the second the thread was unleashed something razor sharp sliced through the air and severed it.

With expert reflexes Spider-Man landed on the edge of the railing. He stared at the robot and saw two retractable arms sinking back into the thing's shell.

"Oh you bastard," he muttered. With a clattering of metal legs on linoleum, the robot charged him once more. Spider-Man attempted to leap over the thing but it seemed to have learned from its last attempt. With surprising speed, it managed to turn itself around and raise itself onto its back legs. With a violent slash, four of its free legs sliced through its prey. Hissing, Spider-Man fell to the floor, the long cuts inflicted on him by the robot stinging and dripping with fresh blood.

Ignoring the pain, Spider-Man ran towards the wall ahead of him, climbing up it as the robot pursued him. "You might be ridiculously fast and strong," he said in an effort to stop himself from being slowed down by his injuries, "but I'd like to see you climb-" His quip died in his throat. Hanging upside down on the underside of the third floor he watched with a sinking feeling as the machine pursued him up the wall, stabbing its legs into the surface as it scuttled its way towards the ceiling.

_Doc Octavius, you are so dead the next time I see you_, Peter thought bitterly. His chest was still searing with pain as his blood dripped onto the shattered linoleum beneath but he still would not let it deter him. He fired a line of webbing and, before the robot could do anything to sever it, swung towards the wide open space where the Christmas tree had been raised. There were still a few people scattering towards the exits and Spider-Man did his best to lead the murderous robot away from them.

Being unable to follow him through the air, the machine anchored itself upside down on the bottom of the third floor, its red insect eyes following Spider-Man as he swung towards the opposite side of the mall. Coming to land on the third floor he stared across the space between himself and the machine. For a moment he thought he'd given the robot the slip for the time being and began quickly thinking of a way to bring it down.

He could see it crouching in on itself from where he was, the legs retracting underneath it. It seemed as though it was shutting down and Spider-Man paused, staring at the thing in curiosity. Then he jumped backwards as the machine sprang off of the ceiling, launching itself through the air towards him. It used the branches of the massive Christmas tree to propel itself across the remaining distance and the wall-crawler had enough time to fire a line of webbing to the ceiling above him and swoop towards the robot, dead-set on meeting the thing head on.

More nimble and light than the machine, Spider-Man released his webbing and somersaulted over the robot, firing a well aimed kick at its head. The machine swiped at him with its sharp legs but missed and fell towards the branches of the massive holiday tree. With a grin of satisfaction, Spider-Man stuck himself to the side of the balcony on the second floor, hanging on only for a second before propelling himself downwards to the floor below. Not letting himself wait even a second, he fired several lines of webbing into the depths of the tree and collected the ends in one hand.

He could hear the robot among the branches of the Christmas tree, whirring and clicking as it broke free of the evergreen appendages. Its red eyes blazing it soared towards Spider-Man, landing with a resounding crash on the floor, shattering the linoleum on impact. Before the thing could so much as make a move forward, Spider-Man tugged on the webs clutched in his hand, watching with satisfaction as the gigantic tree came crashing down on top of the robot.

"This really brings Christmas closer to a person," he said with a shake of his head. He turned, thinking that he would scour the mall to make sure that nobody had been hurt in the machine's attack but at that moment he heard the thing break through the branches of the fallen tree, its legs splayed forward like swords. Landing on top of the tree, it faced Spider-Man, who grimaced and leaped high into the air, firing a line of webbing at the glass ceiling overhead.

Just as he prepared to swing away from the thing it fired several razor sharp projectiles at him. Peter managed to avoid being hit by the missiles but his webbing was not so lucky. He fell with a thud and before he could right himself the robot pounced, batting him sideways like an injured mouse. The thing's legs were surprisingly strong in spite of their delicate structure. The force with which they batted Spider-Man sent him crashing through the window display of a clothing store and he sailed through several shelves of merchandise before he finally crumpled the ground in a heap.

Breathing heavily, he got to his feet in spite of the daze of pain and confusion that had seized hold of his mind. He was conscious of the fact that the robot was charging after him, the evil red of its electronic eyes visible through the his hazy mind. As he leaped onto the ceiling of the store he was also dimly aware of the fact that this robot was wrong somehow; Octavius had created them for benevolent purposes, and it wasn't that long ago that Spider-Man had talked to the doctor.

Now the thing seemed hellbent on finishing him off, ignoring everything else in a desperate attempt to have his blood.

Scuttling on the ground underneath him, the robot's shell suddenly opened as if it were about to spread wings and flutter through the air like some mechanical ladybug. To Spider-Man's horror he saw that underneath the metal shell was a series of razor disks like the ones that had severed his webbing. Groaning, he crawled along the ceiling as fast as he could as the machine began firing off its deadly projectiles. Due to his spider-sense, the web-slinger was able to avoid almost all of the weapons but as he reached the end of the store he felt a searing pain in his foot as one of the blades connected with his flesh.

With a grunt of pain, he fell to the floor, spinning a web-ball as fast as he could. Rolling over just as the robot reached him, he fired his makeshift weapon at the thing's legs. For a second he felt a surge of jubilation as the sticky sphere caught on the robot's knife-like legs. The machine staggered momentarily but the next second its legs sliced through the webbing and before Spider-Man could so much as roll out of the way, the robot twisted its forelegs around and seized him under the arms. Swooping him off the floor it pinned him to the wall behind and then closed both of its mid-legs around Spider-Man's middle, trapping him.

He had faced the possibility of death before, more than many people in the city. The terror of death scared him, the same as it scared most people but the actuality of it, whatever it was that lay beyond...death would be an end to everything, a chance at reuniting with all that he had lost. And yet if he had faced this situation merely several days ago he wouldn't have fought it off. Now all he saw as he stared at the mechanical underbelly of the robot was the people he had remaining: Aunt May, Eddie Brock...and Mary Jane.

With a growl, Peter tried with all his might to push the robot off of him but the thing would not budge. Its front legs were embedded almost to the hilt into the wall behind Spider-Man's head and even exerting all of his strength wasn't enough to get the thing off of him. Something whirred to life on the robot's underbelly, something sharp that ran a mile a minute as it began to draw closer and closer to Peter's side. He cried out in pain as the weapon dug into his flush and knew that this was it for Spider-Man.

Almost as soon as the pain had started it diminished. The robot suddenly convulsed and Peter felt electricity surge around him. The legs pinning him to the wall pulled away and he sagged to the ground, watching through heavy eyes as the machine convulsed, sparks dancing around its body. A burning smell filled the air as the robot's circuits popped. It tried to stand straight but seemed to have lost all sense of stability. Its red eyes blew out, sparks flying into the air in front of Peter's face and he turned his head away, almost blinded as shards of glass flew towards him.

A groaning, humming sound filled his eardrums and a moment later the noise and the sparks died. Peter opened his eyes and saw that the robot had collapsed on the floor before him, its legs splayed underneath it, its eyes completely shattered.

And standing behind the felled robot, her hair disheveled and her eyes blazing with fury was Mary Jane Watson. Peter's eyes slid downwards to the taser gripped in her hand. She stepped around the robot and held out her free hand. Breathing heavily, his entire body sore, Peter took it in his gloved one and pulled himself to his feet, not sure whether or not he was actually seeing her.

"I must have hit my head harder than I thought," he said with a stab at bravado.

"Trust me Spider I'm completely real," MJ said as she helped him limp around the remains of the machine.

"You want to tell me why you came after a mechanical bug that even I had trouble dealing with?" It was stupid and reckless but so entirely her that he couldn't be angry. In any case he didn't have the energy to feel anything other than dull relief that Doctor Octavius' robot was finished for good.

"I was looking for...a special someone," MJ replied as they walked back into the main floor. She eyed the fallen Christmas tree and the worry on her face deepened. "One second I was talking to him and then I heard all the commotion. I only turned around for a second and then he was just...gone."

_Oh shit,_ Peter thought. Out loud he said, "What, uh...what does he look like?"

"Hard to describe Spidey," MJ said, stopping to look him dead in the eyes of his mask. "I'd say he's cute but that's a little too generic. He's actually really cute...handsome really. Big, brown puppy-dog eyes. Kissable lips...well I mean lips that I just recently learned were kissable." She sighed and said, "Kind of another reason I want to find him so badly. I'd like to get another kiss...and maybe another."

_Oh please don't let me be turning red,_ Peter thought desperately. His face was burning and in spite of his injuries he felt pride blooming in his chest at her words. He wanted to swing around the mall, screaming at the top of his lungs like a child that she had said he was cute. More to keep himself under control than anything, he simply decided to peg that notion down to the loss of blood.

Something clicked behind them and for a moment Peter felt his heart sink at the thought that the machine had somehow come back to life. Whirling around he saw to his complete disbelief that Eddie Brock was standing several feet away, holding a highly expensive digital camera. Grinning, he tucked the apparatus back into the bag around his neck...a bag that Peter recognized as his own.

"There," he said as he walked towards them, "now Peter can have some cash rolling in while he recovers in the hospital."

"You don't even know that he's hurt Eddie," MJ said hotly with a roll of her eyes.

"Hey you're just lucky I didn't tie you to a street lamp, Red," Eddie fired back. Turning to Spider-Man he said, "Can you believe this woman? I had to stop her fro tazing a security guard. That's how bad she wanted to get back inside."

"We both wanted to find Peter," MJ said dismissively. "And you said two heads are better than one, although yours happens to be lodged securely up your-"

Clearing his throat Peter said, "You, uh, say this guy...this...Peter, is really cute right? Where did you see him last?"

"Near the bathrooms on the second floor."

"I'll go check. I've been told that I'm a good judge of cute people. Shouldn't be too hard to find him."

"But you're hurt!" Eddie said, taking notice of the long gashes and cuts on Spider-Man's chest, side and foot.

"Don't worry...it's just a flesh wound," the web-slinger replied with a non-committal laugh. Ignoring the searing pain in his foot, he launched himself into the air, fired a web at the second floor near the bathroom where he'd been first attacked by the robot, and swooped onto the rubble strewn ground. Picking his way through broken tickle and pieces of brick he managed to extract his clothes from where he'd left them. Shaking with the effort of having to remain conscious with his injuries being as severe as they were, Peter took a deep breath and shouted back down to Eddie and Mary Jane, "He's up here!"

Then, simply for the effect of appearing as though he'd been taken by surprise, he flopped onto the ground and closed his eyes, slipping into blissful unconsciousness long before Eddie and MJ found him.


	10. Encounters

Surrounded by fellow prisoners in Ravencroft's equivalent of a gym, Harry pushed the barbell over his head, the muscles on his arms rippling at the intensity of the weight. A sheen of sweat covered his face and chest, soaking through the black muscle shirt he'd worn for the purpose of exercising his body. All around him the grim, grey, windowless room was filled with prisoners pushing themselves to their physical limits, but not because they particularly needed to. The security being what it was, Ravencroft prided itself on minimal incidents among prisoners. The men who frequented the gym did so either out of boredom or out of fear of going to seed during their long incarceration. They had nobody to impress besides one another due to the almost impossible chance of ever being released and although some of them looked highly intimidating the chance of them ever using their built up strength, especially on one another, was minimal.

For Harry, it was a way of both keeping himself in peak condition and also gave him a chance to do his best thinking. The repetitive motion and the strain it put on his body helped to keep his perfectly compartmentalized mind from being shaken loose by his illness. In any event, he had found that pumping iron helped keep the goblin at bay. That day his thoughts were stormy, calculated as ever and rife with hurt. It had been almost five days since he'd seen Felicia and the knowledge of what she'd done still stung in spite of his best efforts to convince himself that she'd merely been frightened and frustrated. As he continued through his umpteenth set he tried his hardest to ignore the hurt that had been threatening to consume him for most of the week. He couldn't blame Felicia for avoiding him. After all, he'd both terrified and wounded her when the goblin had come through.

_I hate you_, Harry's thoughts were bitterly directed at the seemingly uncontrollable monster within. He repeated himself with each and every overhead thrust of the weight, _I hate you I hate you I hate you..._There was a darkness in him. There always had been but when the goblin took over it become just as volatile internally as it was outwardly. Even now he felt it whispering to him, telling him to have the woman he loved hunted to her death for turning against him and siding with Octavius and Spider-Man.

But he wouldn't. He would sooner gouge out his own eyes than let himself hurt Felicia. Besides, her act of compassion hadn't set his plans back at all, at least if his trustworthy inside man had done his job properly.

In any event Harry Osborn didn't consider himself the kind of person to bear a grudge. At least not after a year of being incarcerated at Ravencroft Institute. He hated Spider-Man, that much he would gladly admit to himself and anybody who asked. However he wasn't a foolish man. In his time spent behind the stone walls of the unforgiving prison he had managed, at least in his mind, to make a very important distinction.

Spider-Man was a a symbol, a paragon of blind justice and heroism. Harry would hate the wall-crawling bastard until one of them was dead and cold in the ground. The pain he endured nearly every week was a result of Spider-Man's refusal to help him find a cure for the disease that had turned his father into a monster before killing him. If only the other had agreed to simply help Harry look into the possibility then they could have learned together about the dangers of using the blood samples made by Richard Parker.

But Harry wasn't stupid. He knew perfectly well that there was a man under that mask. In spite of all the blood spilled between them Harry still for some inexplicable reason considered Peter Parker his best friend. It was a strange, almost psychotic notion to carry, especially after being imprisoned for over a year. He knew perfectly well that Spider-Man and Peter Parker were one in the same and yet he couldn't seem to accept that fact completely.

In his mind, he had to separate Spider-Man from Peter. He had to break the web-slinging hero enough that Peter would give up the costume. Then they could return to the kind of friendship they had shared, however briefly, before Electro's attack on the city. Then Harry wouldn't have to withstand the crushing guilt and even more suffocating loneliness that he had lived with his whole life. His attacks in recent months, the ones involving The Vulture and Rhino had been concentrated on Spider-Man because that was who Harry wanted dead and hurt, not Peter...never Peter.

The goblin had taken too much from Harry's only friend already. His fingers curled in a white knuckle grip on the bar as he brought the weight back down and set it on the stand on either side of the bench. He had barely known Gwen Stacy but knew that he would remember her for the rest of his life, her beautiful face stricken with fear as he'd held her precariously on the edge of his glider. It had been easy for the goblin to let her fall, like a child dropping a kitten simply for the sake of seeing whether or not it would indeed land on its feet.

Much of his epiphany he knew he owed entirely to Felicia's influence. In spite of all he had put her through in the name of his crusade against Spider-Man she had staunchly remained the one constant in his life thus far, calming him when he fell too far under the influence of the goblin, remaining patient and loving him in spite of all his rage and hatred.

Harry sometimes wondered if that was what Gwen Stacy had done for Peter. The notion both angered him and overwhelmed him with guilt. The girl's death had been rash, impulsive and completely unnecessary when he really thought about it.

And as much as he'd tried to tell himself that Spider-Man had killed the girl he knew full well that it had been his own actions that night. He had taken it too far in killing Gwen. She had been too much a vital part of Peter's life, not Spider-Man's. He didn't want to hurt Peter. He just wanted to make him see how wrong he was in assuming the identity of hero. Heroes died for the cause. Heroes lost, as Peter had any times already, and Harry wanted to save his old friend from having to suffer those losses again.

Assuming Felicia hadn't decided to flee the state after her encounter with the goblin, Harry knew that with Octavius' machines he would be that much closer to showing Peter the error of his ways and ridding the city of Spider-Man for good.

He wiped his head down with a starkly white towel and walked away from the ripe smells and exaggerated sounds of the prison's gym to the adjoining showers. The tiled room was long like any other prison shower and Harry had been in Ravencroft too long to approach it with anything other than resignation. In any case, the stalls were partitioned and the ever watchful guards were mere feet away outside the doors that led back to the corridor.

As was the norm, Ravencroft's staff worked hard to make sure that the prison was kept better than other institutions. Too many bleeding hearts meant that what could have been a mildewy hive of bacteria was a sparkling white sanctuary of hot water and fresh clothes. The room was completely devoid of people...at least at first glance. Harry had just shed his clothes and stepped under the hot spray of the shining silver shower head when he heard the unmistakable sounds of footsteps padding on the damp tiles near the entrance to the gym. He narrowed his eyes and hunched his shoulders, letting the water cascade over his long hair but did not look around.

Not that he needed to. Somebody stepped into the stall next to him with a high pitched giggle that made Harry's skin crawl in spite of the warmth of the water. He glanced sideways briefly and saw the rather unappealing sight of an undressed Cletus Kasady standing in the next stall over, the spray of the shower making his straggly ginger hair appear all the more unkempt.

"Hello sweetums," he said with another giggle. "You look right tuckered out from all that heavy lifting."

Harry rolled his eyes but said nothing. Kasady was a sick son of a bitch, that much anybody in Ravencroft knew. Being monitored twenty-four seven was an assurance that he wouldn't pull anything anywhere near as violent as his crimes within the outside world had been. The stories that Harry had heard about the killer's activities during his heyday were sickening at the very least but he, like everyone else in Ravencroft, simply regarded Kasady with contempt and annoyance.

"Piss off," Harry muttered, running his hands through his hair and doing his best to simply savor the feeling of the hot water in spite of the killer's presence.

"Now now goblin," Kasady replied innocently, "there's no need to get..._testy_." He glanced downwards, his eyebrows wiggling licentiously as he stuck his tongue out between his teeth. Harry narrowed his eyes once more and resisted the urge to wrench the piping off of the shower stall and bludgeon the bastard to death. Knowing just how disturbed the man was, Harry wouldn't have put it passed Kasady to actually enjoy that kind of beat-down.

"What the hell do you want?"

Kasady shrugged, still looking at Harry like he was some kind of delectable piece of meat. "I just thought I'd come over and stab some words in your ears." He twitched and shook his head, merely putting on the show of correcting himself. "Sorry about that...I meant _put _some words in your ears."

"I highly doubt that there's anything important that I could hear from you," Harry remarked acidly, shutting off the hot water. Any other day of the week he would have tried to enjoy the shower more but at the moment he simply wanted to be rid of the serial killer's presence.

"That hurts my feelings, goblin, it really does!" Kasady's unhinged eyes widened in mock hurt. "It's so boring here. All dull day every day right up until I hit the hay all I think of is bodies. And when I sleep all I ever dream of is bodies and it wasn't so bad out there in the pretty places because I could actually slice them right up the middle but they don't let me have fun here."

"I can't imagine why that would be," Harry said with a roll of his eyes as he retrieved a towel from one of the plastic shelves at the edge of the showers. He could feel Kasady's eyes on him once more and looking over his shoulder saw that the man was in fact staring at him, still with that hungry look on his face. "Take a picture, Kasady. That's the best you're going to get."

"I don't like pictures," Kasady replied with a dramatic sigh. "They're too much like the real world; all grey and boring and nondescript. I can't get the pretty colors out when I scratch pictures."

"Yeah well," Harry said dismissively as he pulled a fresh pair of prison fatigues out from the laundry hamper, "I really don't think you're going to get a chance to scratch anybody here, let alone me."

"But I don't wanna scratch you, goblin!" Kasady walked out from under the spray and stepped across the damp tiles. With a predatory light gleaming in his eyes he stepped right into Harry's personal space. Without the added effort and concentration that had come with lifting the barbell over his head repeatedly Harry could feel the goblin inside begin to squirm at this encounter. His veins begin to constrict and he felt his heart-rate quicken. Gritting his teeth, he curled his hands into fists, trying with all his might to keep the attack at bay, even though he would like nothing more than to release his fury on the son of a bitch in front of him. He forced himself to meet Kasady's slit-like eyes as the man leered down at him like a perverted hawk. "I spent too much time scratching," Kasady said softly, almost introspectively, "guess that's why they threw me in this little place. Not so bad though. I get food, company...but I don't wanna scratch you little Harry...I just want to devour you...every last little bit until there's nothing left."

His hand, still warm and wet from the shower, touched Harry's bare shoulder and made to trail down the length of his arm. The tightly uncoiling monster inside the pit of Harry's stomach snapped like a crocodile. Before Kasady could so much as jump out of the way Harry grabbed him by the wrist and snapped the man's hand back. Kasady's eyes widened with pain for the briefest of moments but then his whole fact lit up with ecstatic delight and he let out a peal of impish laughter.

Incensed, Harry flung the bastard away from him with all his strength, pleasure spiking through him when Kasady knocked his head against the side of the tiled stall. Blood, stark and scarlet, mixed in with the water from the shower that swirled around the drains. The goblin began to tremble in anticipation, urging Harry to spring upon the vulnerable, wounded serial killer, to pummel him into oblivion with his bare hands, to see his brains beaten against the ivory tiles of the shower floor.

The door to the corridor beyond flung open and three guards rushed in. For a second they stared in shock at Harry, half dressed in his black prison fatigues, shaking with the effort of suppressing the ever-threatening goblin. There weren't any mirrors in the showers but Harry knew that the veins on his chest and face were probably already tinged with green, something the guards knew by now to be wary of. Then, almost in unison, they looked to the naked, injured form of Cletus Kasady, who was giggling like the maniac he was on the floor, blood still trickling from his head.

"God damn it Kasady what have you told you about playing nice with the other kids?!" The burliest of the guards stormed forward, the other two tailing him. Undeterred by the serial killer's state, he wrenched the bastard to his feet. Kasady giggled and replied, "I don't want to play with the other kids, I want to rip their lips off! Maybe fry them up with my morning toast and eggs and a nice glass of orange juice." He stuck his tongue out like a serpent at Harry who met the killer's insane eyes unflinchingly.

The burly guard practically threw Kasady at the other two officers who dragged him towards the hampers of clothes and all but pinned him down as they forced him into a jumpsuit of his own. Eyeing Harry warily the first guard said, "Get the hell out of here Osborn. There's somebody waiting for you at your cell anyway."

Blinking at the information, Harry stood still for a brief second. The first person he thought of was Felicia and it helped to calm him down somewhat, even though he realized that it was impossible for her to actually be waiting for him inside the prison itself. Taking a deep breath, he pulled the rest of the dark jumpsuit on and walked passed the commotion near the hampers, ignoring Kasady, who called out cheerily, "Say hello to your little girlfriend for me, goblin! I think about her as much as I think about you!"

Clenching his teeth, Harry pushed through the door to the vast, dark corridor that lead to the holding cells, his mind racing, the goblin still singing in his veins. He walked among other milling prisoners, not meeting anybody's eye. It wasn't out of fear that he avoided eye contact. In Ravencroft it was simply understood that you didn't try and chum it up with anybody else serving a life sentence and eye contact was too formal a way of indicating a person. He moved swiftly among the cells and guards, the path back to his own vault one that he could walk in his sleep by this point.

He knew exactly who he would find there and wasn't disappointed by the time he reached his cell. There was only one person who had the kind of clearance to get inside Ravencroft without having to force his way in. He hadn't seen the man since he'd come to deliver news of Felicia's betrayal several days ago. Harry entered the cell to find his guest standing in a shadowy corner, staring at the opposite wall. He was so used to this man's air of impassiveness that the anxious look on his face immediately set Harry's mind on alert. The man looked around at the sound of Harry's approach and, stepping forward said, "You look preoccupied, Mister Osborn."

"I was simply hoping that you'd turn out to be some kind of call girl."

The man rolled his eyes and said, "I doubt that even a place as concerned with its image as Ravencroft would allow that sort of thing."

"You never know," Harry replied, "it is the Christmas season after all."

For a moment the man in the shadows was silent and then, with a small tilt of his head he said, "You're incredibly tense, Mister Osborn. What happened?"

"It's nothing to concern yourself with, Gus," Harry said with a dismissive nod. "I just had a run-in with a parasite is all. It's a prison. It happens at least once a week." Gustav Fiers's deadpan blue eyes regarded Harry reproachfully as he flung himself onto the single mattress that constituted his bed. Folding his hands behind his head and not opening his eyes to meet the other man's Harry said, "Either you're here to tell me that everything went south with Octavius or you're bringing me Spider-Man's blood."

When Fiers did not answer right away Harry opened his eyes. Fiers had removed his hat and was standing somewhat awkwardly, not quite looking at Harry but not avoiding him either. Narrowing his eyes, Harry sat up and stared hard at his inside man. "What happened?" He said, authority lacing every syllable.

Fiers cleared his throat. "Quite a lot actually. Good and bad."

"Get the bad out of the way."

Fiers took a deep breath and began. "Octavius cooperated as you hoped he would. I don't think that Felicia gave him much of a choice. Neither did I for that matter." This was Fiers' way. He had absolutely no time for chewing the fat no matter how much it might lessen the pain of bad news. It was why Harry appreciated him in addition to his knack for persuading people. "This robot of his, the prototype that is...he called it Mark One and set it loose just the other day."

"Robot," Harry repeated with disdain. "God that sounds so nineteen-fifties horror movie, don't you think?"

Fiers eyed him warily. "What would you rather have it called Mister Osborn?"

Harry grinned wickedly, the giddiness of a child overtaking him as he said, "How about we call them Spider Slayers? It's a name I've been tossing around for a few days."

"It suits them," Fier said with a nod. Then, launching back into his reiteration of the events of the last several days he said, "The..._Spider Slayer _zeroed in on Spider-Man at a mall in Queens."

"Was anybody hurt?" Harry demanded, sitting up straighter on his mattress. The last thing in the world that he needed was another Adrian Toomes on his hands. He anticipated casualties. They were necessary to draw the spider out of his web after all. Blind murder on the other hand was something he wouldn't stand beside if he could help it. He had the blood of an innocent woman on his hands already and that was more than enough to haunt his conscious. Alexsei had been so effective when he'd attacked the city in his specialized armor because he had been possessed of a thirst for revenge against Spider-Man for having bested him in the first place. Toomes had simply hated everybody under the age of thirty-six and although Harry was grateful that the old coot had gotten rid of Donald Menken he hadn't appreciated the attack on NYU.

To Harry's relief, Fiers shook his head at the question. "No deaths. Octavius set it loose in the parking lot and most of the people inside escaped with minor trauma. There was one young man reported injured at the scene but he declined being taken by the paramedics."

"And Spider-Man?"

Fiers took a deep breath and then said with a perceptible rush, "He arrived only moments after the Spider Slayer attacked."

_Because Peter was probably already at that mall, _Harry thought, wondering whether or not the young man who hadn't wanted to be hospitalized had been his friend.

"The bad news, since you asked for it first," Fiers went on, "is that Mark One didn't survive. Something went wrong with its electricity circuit. Octavius has told me that it was a concern of his during development and somehow Spider-Man managed to exploit that weakness."

Harry breathed in through his nose as his pulse quickened irritably. The chance of the first Spider Slayer being felled was one that he had prepared himself for. They were, after all, working with a prototype that had been in development for almost twenty years. Hiccups were inevitable. Still he couldn't help but feel mildly annoyed. "What's the good news then?" He asked Fiers, gripping the edge of his mattress to help maintain as much calm as was possible. The spike of adrenaline and anger due to his encounter with Kasady in the showers was only beginning to ebb and the last thing Harry wanted was to work himself into another attack by becoming unnecessarily angry.

The man smiled, reached into the pocket of his overcoat and pulled out a vial with a long cotton swab affixed to the inside of the stopper. Even in the dimness of his cell Harry could see the dark red blot of blood on the end of the cotton. He leaned forward, taking the sample as Fiers passed it to him.

"Mark One managed to get several good hits at Spider-Man before it malfunctioned," Fiers explained. Harry noted the triumph in the man's voice but did not remark, staring intently at the vial clutched in his hand. "I managed to get a sample before the clean up detail washed away the trace at the scene." He all but beamed at Harry as he added, "We've got him now, Mister Osborn. Even the smallest sample of his DNA could prove useful for genetic experimentation. And of course you'll be able to find out exactly who he is underneath that damn mask once we get it into a lab."

Harry stared at Fiers incredulously. There was credence in the man's words. Any other person in Harry's position would have gladly jumped at the opportunity to pin his enemy with such incriminating information. Even in his state of disbelief his mind was racing with strategies, things that could be done with this sampling of Spider-Man's blood; cloning, splicing, viruses...hell, if he wanted to he could probably turn the entire population of New York City into Spider-Man.

He didn't need to know who his hated foe was because he already knew. His hand clutched around the vial and he closed his eyes as he felt two polarizing parts of his persona clash. He could see Peter at the bottom of the stairs at his father's old mansion, drawn there simply by a desire to see an old friend again. Harry had been so cynical and guarded back then, too injured by the life his father had forced him to live to have believed Peter at first but as his childhood friend had turned to leave a kind of spark had been lit inside of Harry, sending a rush of warm feeling through him.

Peter had gone there to see him purely out of the goodness of his heart because that was simply who he was. Even now after all that had happened, after all the reasons he had given Peter to hate him until the end of the world he still felt a small flicker of that warmth. Peter had loved ones, people like Gwen Stacy who would be in the crossfires and that wasn't what Harry wanted. He wanted Spider-Man to suffer, not Peter Parker because Peter was his friend and so unflinchingly kind and Spider-Man...he was just another self-righteous hero on the road to ruin.

Harry crushed the vial in his bare hand, ignoring the stinging pain as the glass ground into his skin. Fiers let out a cry of alarm but before he could make any move to stop his employer, Harry got to his feet and threw the cotton tip of the swab down the drain of the small basin affixed to the stone wall of his cell. Turning to face Fiers who looked almost murderously angry Harry said, "I'm not playing that kind of game, Gus."

Fiers eyed Harry levelly in spite of shock and outrage and said in a voice of deadly calm, "You had the perfect weapon in your hands, Mister Osborn."

"There are other options. How many models does Octavius have?"

"Several, all at various stages of completion."

"Well then," Harry said as he sat back down on the edge of his mattress, "I suggest you pay the good doctor another visit. You persuaded him once and I'm more than confident in your ability to make him see things our way again."

Fiers exhaled, averting his gaze from Harry, who could tell that the man would rather have simply used Spider-Man's blood sampling against him. Not one to get into any kind of argument with the man who had given him so much power Fiers gave a curt nod and said, "It'll be done before the end of the week."

"Good," Harry said with a satisfied grin. "You know how much I hate to be kept waiting. Speaking of which, have you heard anything from Felicia?" Harry made a concerted effort to keep the need out of his voice although he knew perfectly well that Fiers understood that Felicia wasn't just another pawn in his game against Spider-Man. It would have sounded so pathetically weak to tell the man just how badly he wanted to see the woman he loved again and in any event he knew that Fiers would care in the slightest.

"We've had her penthouse under surveillance," the man replied, "but you've probably seen more of her than any of the surveillance unit has. I think it's safe to say that she left the city."

Harry shook his head. "She wouldn't do that."

"Mister Osborn I know you're attached to her but-"

"She feels responsible," Harry said, cutting Fiers off bluntly. "She was the one who initially stole that hard drive on my behalf and even though she returned it like a good little kitty cat she still knows what's on it." _She also knows that I wouldn't give up that easily, _Harry thought to himself with a smirk of pride. Felicia was challenging him, goading him into seeing just how much he could withstand before his own conscious got the better of him but he wasn't going to give in that easily. "Keep an eye out for her still," he said out loud to Fiers. "And if you do find her...do me a favor and leave her alone."

Fiers was silent for a moment and then said, almost as though he were, for the first time, afraid that he was in danger of overstepping his bounds, "I understand that she means a lot to you...but don't let her become your Achilles heel."

_Too late_, Harry thought wryly. Out loud he said, "I keep my personal and professional life separate, Gus. You know that by now. Felicia's a special case and while she did give up the ghost in the end she isn't exactly walking around with a gigantic Spider-Man flag is she? Give her time. She's a cat. They come when they're ready, not when you ask them to." Fiers nodded, his gaze as impassive as ever. Sighing heavily, Harry traced the cuts on his palm that had formed when he'd crushed the vial. "You'd better run along now Gus. And when you see Doctor Octavius again, try and persuade him a bit more gently than Felicia did."

"What if he refuses in the end? He does have several more models but he could turn on us one day or even end up dead like Adrian."

Harry smiled at the man, his eyes glimmering with dark intent. "Your confidence in me is astonishing. You're forgetting who you're talking to here. I may be serving a life sentence or two but I'm an Osborn, remember? We always have a contingency plan."


	11. Victimized

Otto hated feeling vulnerable. It was one of the reasons why he still felt such an overpowering loathing for the burglar who had given him his injuries. She had made a fool out of him, not just as a man who considered himself an aide to all the heroes of the world but as a man in general. To be bested in combat by a woman, now matter how strikingly beautiful she was, struck the central nerve of his primitively male ego. Even Spider-Man's selfless return of his stolen research did nothing to quell Otto's anger at the thief. It was her fault that he'd gotten into this situation with OsCorp and he would hate her until the day he died.

He was alone in his apartment, as he had been since the very day he'd come to New York City, listening to the sounds of the cold wind blowing through the cracks of the building. The sun had just set and a blue twilight had settled over the Bronx, deepening the shadows of the garbage strewn alleyway outside the apartment, the last, fading traces of light tinging the snow outside with lines of deep purple and blue.

The only sounds to bother anybody came from the suite just under his where the tenants were watching a Christmas movie with the volume cranked to the maximum. It was, considering the reputation of the neighborhood, a relatively peaceful evening but Otto neither felt nor appreciated it. His mind was rife with the kind of justifiable anger that almost bordered on murderous and a profound sense of guilt and One had attacked a shopping mall full of innocent people and it was entirely his fault.

He had caved into OsCorp's demands, too terrified of the thought of what they would do if he refused to disobey. Although he had tried his utmost to make Mark One as fallible as possible the fact remained that the very essence of his creation had been taken from him and he had nobody but himself, and perhaps the infernal burglar, to blame. He had cowed and allowed himself to become the very person he despised. Every newscast, every headline, every whisper on the street on what had taken place a mere two days ago in Queens, had been a lash against him, driving the guilt further and further and with it the loss of a lifetime of knew it was childish to mourn for a machine.

Mark One was merely a prototype. He had five other models all set and ready for production but still he felt the loss just as hard as the rage and guilt. He felt as though he'd lost a treasured childhood toy, one that carried not only value in his long and difficult career but also in terms of sheer sentimentality. Mark One had been his first idea, his first concept sketch and first dummy build.

And now it was his first failure.

Whatever had happened in that mall had last less than fifteen minutes, at least as far as Otto had been able to discover. Whoever it was that had felled the machine, and he was very sure that he knew exactly who it was, had exploited the one thing he and Spencer Smythe and his entire team had been concerned about. As complex as his machines were they were a tad too complex and as a result had one Achilles heel; they could not withstand even the smallest outward electrical pulse. It had been an error that Otto had hoped to rectify with further testing but now all that remained was a pile of scrap metal that had been cleared away by the authorities.

It infuriates him that his treasured creation had been reduced to nothing more than a pile of debris but it was only a fleeting fury, one that he forced himself to temper with the knowledge that in spite of one reported person there hadn't been any serious injuries, simply hundreds of thousands of dollars in property damage and a sea of traumatized holiday Spider-Man had done he had done for the sake of the city and as he sat staring with a book in his hand that he'd stopped reading nearly an hour ago Otto reminded himself that that was all that mattered: the safety and protection of the innocent from the forces of evil.

_But why did I have to become that force_? He thought miserably for the millionth time since he'd set Mark One loose from the back of a plain white moving van in the parking lot of the mall. It was a wretched, despicable thing to have happened and only served to increase his misery whenever the thought entered his mind. His only defense against such thoughts had been to find somebody else to blame, not because he refused to take responsibility but because he knew that the fault did not lie with him, that it couldn't lie with him, at least not completely. The man who had confronted him at his offices on campus was too enigmatic to be hunted down and blamed despite being the obvious choice. And since Harry Osborn was locked up in an impenetrable prison Otto couldn't make the bastard brat pay for being the undisputed puppet master behind the whole affair.

That only left the woman who had maimed him and stolen his research and, for some inexplicable reason...Spider-Man.

It made Otto feel even more monstrous that he couldn't shake the deep feeling of resentment at the hero for being the root of all of his problems. OsCorp wanted his machines to kill the web-slinger. If it wasn't for Spider-Man, they wouldn't have sought him out and all but stolen his precious creations from him. It was a completely unfair notion. Spider-Man had returned the hard drive to him and was the very kind of person that Otto wanted to help with his inventions. And yet whenever he let his guard down, whenever he ran out of ways to shift the blame to anybody else he only thought bitterly of the wall-crawler having gotten him involved in OsCorp's whole vendetta.

The loud, dull sound of the front door buzzer filled Otto's loft. Grimacing, he got to his feet and padded across the room. He approached the rusted over voice panel set into the wall by the door with trepidation. It was rare for him to get visitors, especially this late in the day. An unwarranted, paranoid panic rose in his throat like bile and for a long moment he stood in front of the voice box, hoping that perhaps the caller would just go away. Then, after the droning buzz sounded again, Otto got a grip on himself and jabbed his finger over the speaker button.

"Hello?" His voice was carefully measured, almost monotone due to how hard he was trying to repress his true emotions.

"Hi, uh, Doctor Octavius?" The voice sounded just as unsure as Otto felt. Warbled by static due to how old and shoddy the call system in the apartment building was, the visitor's voice sounded somehow familiar to Otto. Too relieved that it wasn't the man that had cornered him at his lab all those days ago, Otto pressed the receiver button again and said, "Yes, how can I help you."

"My name's Peter," the voice replied, "I, uh, called your secretary a few days ago about getting a brief interview on your research."

Otto stared hard at the old, silver panel as though it was the face of his mystery caller. He'd heard from one his receptionists about somebody from the Daily Bugle wanting to interview him about his research. Given that he'd been rather preoccupied with OsCorp's scheming he had flatly refused. What the hell did his kid want anyway? Nobody, at least as far as Otto was aware, knew that he'd had anything to do with Mark One's attack on the mall in Queens. Was the reporter here to try and dig for some kind of clue or was he merely following up on his feature? Frowning, Otto pressed the microphone button once again and said in as calm a voice as he could muster, "I'm sorry...what exactly did you want to speak to me about?"

There was a pause and then the kid's voice said, "My editor just wants to know a little bit about what your research is, that's all. I'm the writer for the tech section of the Bugle so I'm actually very interested in your field of study."

"What did you say your name was again?"

"Peter," the reporter replied, "Peter Parker."

The reporter was in Otto's loft barely a minute later. When Otto opened the door for him, he was surprised to find just how young the kid looked, almost as though he were barely out of high school. He was shorter than Otto by at least two or three inches, with a mess of unkempt mousy brown hair and clever dark brown eyes. He wore a thick woolen sweater that couldn't have kept him all that protected from the chill of the evening air and yet the only sign of discomfort that he showed as he crossed the threshold into Otto's loft was a mild limp. He seemed hesitant to put too much weight on one foot and as Otto watched him he noticed Peter wince whenever he stepped to heavily.

"What happened there?" Otto asked as he closed the door behind him.

Peter looked confused for a moment and then, seemingly remembering his own disability, glanced down at his foot and chuckled self-consciously. "Oh yeah...just had a run in with that crazy robot that trashed the mall in Queens a couple of days ago."

Otto felt the blood drain from his face. He'd read that there had been one person injured in Mark One's attack but he hadn't ever expected the meet the person, let alone to have it be the very same reporter from the Daily Bugle who had shown such a curiosity in his research. Sinking into one of his rickety, cheap kitchen chairs, Otto buried his face in his hands, feeling completely ashamed of himself and, if possible, even angrier at all the people who had conspired to put him into this position.

"Are you alright doc?" Peter asked tentatively.

"To be quite frank, Mister Parker...no, I'm really not."

"If it's a bad time I can always come back later or, you know, not at all."

There was something about his willingness to simply leave Otto in peace that made the doctor look up. Peter was surveying him with something that Otto could have sworn was concern. There was a notebook and what appeared to be a small tape recorder gripped loosely in one hand. Something about the way he was holding them told Otto that he had absolutely no intention of using them unless he had express permission. Otto wasn't used to dealing with journalists. Teaching middle school wasn't exactly cause for newspapers and magazines to bang on a person's door for an interview. His only dealing with them had been when the Bugle had sent the other reporter, Eddie Brock, to try and interview him on his stolen research. But Peter seemed so unlike that other young man; more conscientious.

"Peter Parker," Otto said softly, staring at the young man as though trying to place him at some point in his memory. "I knew a man named Parker once...when I was working at OsCorp years ago."

Peter nodded. "That was probably my father then...Richard Parker."

Ottot chuckled dryly. "I'll admit that I didn't know him all that well."

"Well that makes another thing we have in common," Peter said with a wry grin. "My parents died when I was six years old. Never really got a chance to know them."

"I'm sorry."

"Don't be. I'm not really here to talk about me anyway. I was kind of hoping to hear about your work actually. There's been kind of a stir at the Bugle since you tossed our star reporter out of your office."

Otto rolled his eyes. "That kid is going to end up crossing a line one day, if you'll pardon my saying so."

"Completely pardoned," Peter replied, slipping easily and unobtrusively into the chair next to Otto who, in spite of his trepidation and guilt, found himself shifting to face his guest. "Eddie can be a little overbearing when he wants to be," Peter went on. "He's go a spark and its kind of turned into an inferno since the cops nabbed Cletus Kasady."

"And that was because of Mister Brock's writing?"

"Sort of," Peter replied, flipping open his notebook. He chuckled and said, "Looks like we're back to talking about me again, huh?"

Otto looked down at the chipped, coffee stained surface of his second hand table. "I'm sorry," he said again. "I'm not entirely used to dealing with the press. I haven't exactly been leading the most exciting lifestyle. At least not until recently."

"You used to work for one of the biggest scientific research and development companies on the continent," Peter said, "I think that kind of counts as exciting."

"I was only with OsCorp briefly," Otto told him. "I left as soon as they started to...well, to push my ideas in directions I didn't altogether approve of."

"What ideas?"

Otto sighed. "Do you mind if we go off the record?"

Peter grinned. "I haven't even started jotting anything down yet, doc."

"Well...it's just that this would be an incredibly sensitive and timely disclosure. Even you might not want to stick around after I tell you all the ugly details." Otto felt his heart begin to beat faster and faster at the prospect of revealing his guilt to this young reporter. It could be incriminating and he knew he was risking more than just his conscience but at the same time the idea of revealing to somebody just what was going on was somewhat thrilling. Peter Parker could turn out to be a hero in disguise and possibly try and help him bring down the remaining faction of OsCorp that had all but caged Otto into helping them.

"I don't me to blow my own whistle here, doc," Peter said after a moment of reflection, "but I'm a bit more ethical than people at the Bugle give me credit for. You want me to keep mum then mum's the word."

Otto nodded, took a deep breath and said, "It's with extreme regret that I tell you that whatever injuries you sustained in dealing with the machine that attacked that mall were a result of my research...a direct result actually. They were supposed to be machines that would aid law enforcement and military forces but...OsCorp wanted to push them in an entirely different direction and when the chance arose I escaped as fast as I could." He sighed bitterly and said, "I thought I'd left them well behind but somehow there's still small portion of that company that remains active and...and they decided they wanted my research after all."

"Mark One-the robot that attack the mall," Otto went on, noticing the rapt look in Peter Parker's eyes, "was my original prototype. It was finished early last week and then OsCorp decided to take control of the finishing touches and turned into a killing machine." He shook his head, feeling the cripple of self-loathing inching up his spine once more. "I should have refused but they were far too persuasive." _And I'm just too weak_, he thought savagely.

"But it's over now, right?" Peter said, clearing his throat after a moment of contemplative silence. "I mean...I was there...snapped a picture too. Spider-Man managed to...to shut Mark One down."

"Yes," Otto said, trying hard to keep the bitterness out of his voice, "I suspected as much, although the publication you work for seems to be trying quite hard to paint Spider-Man in a much more negative light."

"Yeah they do that from time to time."

"I'm incredibly sorry for the damage it caused," Otto said, feeling his voice catch. He cleared his throat and added, "I'm sorry for a lot of things, your injuries being one of them."

Peter shrugged noncommittally. "Kinda my fault really. Crawling around where I wasn't supposed to be just to get some good pictures for the paper."

"But you're exactly the kind of person these machines are designed to protect!" Otto said insistently, somewhat surprised by the young man's shrugging off the whole ordeal he'd faced in the mall so carelessly. At Otto's outburst, Peter cocked his head to the side and his whole youthful expression hardened somewhat.

"Machines?" He repeated. "As in plural, not singular? There's...there's more than one?"

"There's supposed to be," Otto admitted. "I've been taking something of a sabbatical since the incident in Queens but my team have been continuing construction on-"

"They're making more already?" Peter looked completely appalled at the idea and Otto couldn't quite continue the defensive feeling that gripped him at the youth's outrage.

"We have funding to continue," Otto said. "It's purely confidential and with the failure of Mark One, OsCorp has no need to seek me out again. I'm assuming that Spider-Man managed to exploit the machine's weakness to electricity."

Peter cocked his head to the side. "Why would something so sophisticated be weak to electric pulses?"

"It was a grevious miscalculation on my part," Otto said bitterly. "The robots are quite sophisticated but everything as an Achilles Heel and in this case my machines simply can't withstand even the smallest bit of external electricity."

"It overloads them," Peter said, almost to himself. "Like a circuit breaker."

"Yes," Otto said, surprised at the young man's astuteness. "How did you know?"

Peter chuckled and said, "I graduated from Midtown High School with honors, Doctor Octavius. Missed out on valedictorian due to some...extracurricular activities. I can recite the periodic table as easy as my ABC's if you want. For the little while I was in college I did my thesis project on manipulating ice cold silicone crystal's using a microscope. And I don't mean to brag but I figured out that your robot-Mark One-must utilize some kind of sophisticated thermographic sensing grid to follow its targets."

Otto stared at the young reporter with his mouth slightly open. Peter Parker didn't strike him as the kind of person who walked around with any kind of egotism but there was a small glint of pride in his eyes as he met Otto's amazed gaze levelly. Even if he hadn't quite nailed down just how Mark One had been able to track Spider-Man he had been remarkably close. Thermodynamics had been a large part of Otto's initial research but after discovering how to utilize basic human DNA signature's he'd changed his schematics.

"You really are Richard Parker's son," Otto said with a small chuckle. He didn't have it in him to tell Peter about his thermographic sensor theory being wrong. Really it was quite incredibly that the boy had managed to factor something that technical into his encounter with Mark One, especially seeing as how he'd been injured by the machine. "But why are you working as a reporter if you're possessed of such brilliance?"

Peter shrugged. "Brilliance doesn't really stack up to life throwing things your way, doc."

"Tell me about it." He sighed again, glancing at the blank notebook in front of Peter. "You haven't even written my name down. Isn't that a basic part of reporting."

"I'll remember the important details," Peter said. "We were off the record the entire time."

"If you want something to put in your article, mention Mark Two and Mark Three," Otto told him. "They're the machines my team is currently working on. It'll be at least until the new year until those models are complete and even longer until we're ready to show them to somebody."

Peter nodded and got to his feet, tucking his notebook under his arm. He held out a hand, which Otto shook, surprised at how grateful he felt for having had somebody to talk to, even if he hadn't told Richard Parker's son the entire truth. "Thank you for your time, doc," Peter said. "If I can get this written up before midnight it should be showing up on the Bugle's website tomorrow evening."

Otto nodded and then, for reasons he couldn't quite place, stood up and followed Peter to the door. "I'll walk you down," he said by way of explanation as Peter arched his brows in surprise. "This building isn't exactly accommodating of strangers," Otto added as he stepped into the dingy hallway and locked the door behind him.

"You're not exactly living in the lifestyle even most of the basic scientists in the world live in," Peter noted as they headed towards the stairs. There was an elevator but given that the car had a habit of squeaking and rattling Otto had been sure to give the thing a wide berth since moving in.

"That's your angle for the article then," Otto replied with a tiny smile. "Why a scientist working in robotics is living only slightly above the poverty line."

Peter chuckled. Together, they walked down the steep staircase and to the front door. It was full dark by now, the shadows of the grubby foyer so deep that one corner was completely obscured. Outside on the street, children were running over the icy, slushy sidewalks back towards their various homes. There was a heavy moisture in the air that Otto hadn't been aware of when he'd gone home earlier that day. Snow was imminent and for a moment he felt the paternal worry that Peter Parker would get caught in a snow storm on his way home.

"Thanks for the interview, doc," Peter said, nodding to him once they were on the front steps. "If my editor's got any questions I'll make sure that he gets me to call. You don't want to deal with him when he's in a good mood."

Otto frowned but Peter shook his head, obviously not wanting to get into it. "Stay off of that foot for a few more days," Otto said, nodding once more at the young man's injured appendage. "I honestly don't see why you felt you had to come all the way out here on an injury."

"We've all got deadlines," Peter said with a chuckle. Then, waving in farewell, he limped down the stairs with surprising litheness and walked off into the darkening evening. Otto watched until his visitor had disappeared at the end of the street before turning around and heading back inside. He felt as if a slight weight had been lifted from his shoulders. It almost felt like a relief to have admitted his guilt in the attack on the mall to Peter Parker, even if he hadn't told the entire truth. Somehow his anger wasn't as consuming as it had been earlier in the evening. He almost felt like smiling as he closed the door to the street behind him and turned to head back up the stairs.

That positive notion was snuffed out like a candle the second he saw somebody emerging from the shadows near the stairs, somebody who was wearing a familiar bowler hat and overcoat. The man's pale eyes seemed to shine like dim Christmas lights as he walked towards Otto, a thin sneer on his lips. For a moment, the doctor was filled with an overpowering anger. He balled his fists at his sides, prepared to strike he man as he walked almost into his personal space.

"You're looking well, doctor," the man said in a hideously pleasant tone.

"Get out of here," Otto said, his rage fueling his bravery. The man from OsCorp arched an eyebrow, surprised at the doctor's sudden courage.

"You seem to have all the time in the world for visitors," the man said, nodding at the door that Otto stood in front of. "Who was that young man anyway? Private investigator? A lawyer perhaps?"

"Even if he was either of those things," Otto spat, "I wouldn't tell you or anybody else employed by Harry Osborn."

"I'm not here to chit-chat, doctor," the man said. "I'm simply here to give you your next instructions."

Otto glared fiercely at the man. From overhead he could hear the sound of people arguing in one of the second floor suites. Down the hall, a baby started to cry. Suddenly the reality of his situation hit him like a two-by-four to the gut. He wasn't going to remain here for the rest of his life, in this shabby, rundown apartment in the middle of the worst part of the Bronx. Coming to New York City had been his chance at achieving the greatness he deserved and nothing, not even OsCorp, would stop him. Narrowing his eyes, Otto made to push past the wispy haired son of a bitch but before he could move even as much as a step the man seized him by the shoulder in a surprisingly strong grip and shoved him bodily against the front door. Otto hissed, feeling his barely healed injuries screaming in pain.

"Don't be stupid, Octavius," the man all but growled, his pale, dull eyes suddenly rife with fury. "You've already failed Mister Osborn once, and you're not going to just slip away without trying again. That's the way of science after all, isn't it? If at first you don't succeed, try again."

"It wasn't my fault," Otto said through gritted teeth, jerking his shoulder so that the man's hand fell away. "I told you that night that Mark One wasn't completely ready for testing. How is it my fault that Spider-Man managed to hit my machine in its one and only weak spot?"

"I wasn't trying to lay the blame," the man said with an oily smile. "You're not one for failure, doctor. I'm here to deliver your further instructions."

"You're wasting your breath."

"No," the man said delicately, "actually you'll find that I'm not. You told me yourself that you have other machines being tested and developed at that little laboratory of yours. And Mister Osborn knows it as well."

"They aren't anywhere near as completed as Mark One was," Otto snarled. "You saw it for yourself."

"Do you think I'm stupid?" The man said with a wry smile. "That Mister Osborn is stupid? You may have forced yourself underground by terrible guilt but I know perfectly well that you've had your team continuing construction on Mark Two and Mark Three day and night." He smiled broadly as the blood drained from Otto's face. "Why keep going, Otto?" The man goaded acidly, "Did you simply hope that we were done with you and wouldn't come back? Or an honest pursuit of science? Or maybe...sheer hubris? You want to be the best buddy of every hero in the world with these machines after all. Their gratitude drives you, doesn't it? Even after Spider-Man destroyed your precious little prototype."

Otto felt as if his heart had been ripped out of his chest. The assignation in the man's voice was almost too much for him to bear. He felt humiliated and also as if he'd been violated somehow, that his entire staff had been. He had no idea how this man had been able to sneak into his lab at NYU and a part of him didn't want to know. Mustering up the tattered remains of his dignity and courage he said in a voice that was barely above a whisper, "There's nothing you can do to force my hand this time."

"Oh actually I think you'll find that there is."

"And what would what be?" Otto said with a sneer. "Are you going to try and frighten me with the fact that I don't have a life? Go ahead. Try and scare me with the idea of becoming homeless if I don't destroy my creations again. It isn't going to work. Even a homeless scientist can still work wonders with his mind."

"I'm not a one trick pony, doctor," the man said without missing a beat. "That little ruse I used last time worked far more than I'd expected, which I suppose speaks volumes for the kind of person that you are. Your an intelligent man, I shouldn't have to point it out to you." The man chuckled dryly in his throat and went on as the awful finality sank into Otto like boiling tar, "You're the only person that can be traced to the attack on the mall. The authorities that you strive so desperately to help aren't going to think about OsCorp. After all, as far as they know, the company is dead in the ground. But you...you're the manufacturer after all. They'll find your little lab and rake you across the coals. I suppose you would be able to take things through with Mister Osborn once they throw you in Ravencroft...assuming you don't kill yourself before they arrest you."

Otto's entire frame shook with the awful injustice of it all and yet there was absolutely no way to fight back against the awful accusations. The man was perfectly right. He would be held accountable for the attack on the mall no matter what he did. Taking advantage of Otto's stunned silence the man stepped forward and pressed two small vials into the doctor's numb hands.

"Two samples," he said in a voice barely above a whisper, "collected from the scene. Mark One did some damage to Spider-Man and even if Mister Osborn doesn't want to take full advantage of that fact," the man's nostrils flared angrily at some troubling memory, "you're going to. Finish both of those machines before Christmas Eve...well before Christmas Eve if you know what's good for you and maybe, just maybe you won't find yourself sharing a cell with Cletus Kasady."

The man pushed Otto sideways and opened the door to the cool night air outside. Without another word he stepped into the darkness like a vile shadow, leaving Otto half sitting on the dirty floor of the foyer, his hands clutching the vials as though intending to break them. His mind was a fog of awful realizations, of anger and rage and fear but there was one overbearing thought that made him cry out in anger and smash his fist onto the floor.

There was nobody he could blame for this other than himself.


	12. Perfect Chaos

"I still don't see why you didn't want to go to the hospital."

"I've told you before Eddie," Peter said patiently as he and his roommate ate their breakfast around the kitchen table, "I didn't feel like it was necessary."

The expression on Eddie's face plainly showed that he didn't believe a word Peter said. It had been four days since the robot's attack on the mall in Queens and although Peter's injuries hadn't quite finished mending he felt, for all intents and purposes, fit as a fiddle. His foot had taken the longest time to heal over, given that he'd been determined to pay Otto Octavius a visit at the man's home. It had been a gamble, trying to coerce his secretary into handing out his address, but Peter had succeeded after pretending that he was planning on suing the man for damages as a result of the robot's attack. Dodging questions from the paramedics had been tricky but it was nothing compared to Eddie's continuous probing.

"You had a whole bunch of lacerations on your chest," Eddie said, emphasizing the point with a wave of his cereal spoon. "Not to mention your foot was all screwed up and if you think nobody noticed then you're a lot more dense than you realize."

"There was nothing wrong with my foot," Peter fibbed for what felt like the millionth time.

"You were limping out of the mall," Eddie remarked, pinning Peter with an intense stare. "And don't tell me it was because it fell asleep or something stupid like that. I'm a reporter, Peter, I've got instincts." He jabbed his spoon into his mouth and swallowed his cereal. In a somewhat gentler tone he added, "I get it if you're annoyed at me grilling you but Pete I was scared out of my wits when MJ and I couldn't find you in the crowd."

Peter narrowed his eyes at Eddie. "You sure as hell found each other pretty quickly after everything went down."

Eddie smirked, reached into the pocket of the his jacket, which was hanging off the back of his chair, and pulled out his iPhone. Leaning across the table, he showed Peter a picture that had been taken with his phone's camera. Peter nearly choked on his cereal. The picture showed both him and Mary Jane standing under the mistletoe near the food court, their lips pressed together. He could just see the off-white of the pillar that Eddie had obviously been hiding behind when he'd taken the snapshot on the right edge of the frame.

"Wh-what the hell man?!" Peter gasped once he'd managed to force his mouthful down.

Still grinning Eddie stowed his phone back in his jacket and said, "In my defense, I was going to hop over and interrupt your date. But then you guys started locking lips so I thought I'd get some evidence for the betting pool."

"What betting pool?" Peter demanded furiously. Had his love life, or rather lack thereof, become that much of a hot topic at the Bugle?

"Betty decided to bet on when you and MJ would finally get together. She said there was no way it was happening until after New Year's Eve but I, being the kind of person who has nothing but the utmost confidence in one of my closest friends, bet on before Christmas." Smiling brightly, Eddie pushed his chair back and walked his empty bowl over to the sink, saying as he went, "So now thanks to you two lovebirds Betty owes me a grand total of five hundred bucks!"

Peter glowered at Eddie's back, wondering whether or not he would be able to get away with rendering his roommate unconscious. He felt violated in a way at having something so incredibly personal captured on camera. The moment under the mistletoe hadn't exactly been private, being out in the open for the mall to see but it still bothered him that what had happened between him and MJ was now reduced to a series of pixels on Eddie's iPhone. With a huff, Peter all but kicked his chair back and flounced towards the sink, his bowl clattering into the basin and almost shattering.

Eddie, who had been in the process of washing his bowl, blinked in surprise at Peter's angry gesture and stood well back as the other man stalked out of the kitchen. "Aw come on Peter don't be like that!" He called, but Peter chose to ignore him and walked down the hall to his bedroom, closing the door with a definitive bang behind him.

He knew it was childish to react this way. Eddie had taken the picture in harmless fun and if he dug deep enough Peter knew that it wasn't bothering him as much as he was letting on. In the four days since the attack at the mall he had had time to mend and recover but it had also given him time to think over his encounter with the machine. Even though Mary Jane had managed to bring the robot down Peter still felt shaken at how the thing had almost bested him.

Tenderly, he pressed a finger to his side where the razor apparatus on the robot's underbelly had sliced into his body. It was a mere scar now, along with the gashes on his chest and the thin line of suckered flesh on his foot where the razor disc had been embedded but it served as a reminder to him that he had nearly met his demise at the spindly legs of the machine.

_That thing was almost unstoppable, _he thought bitterly as he packed his bag for his upcoming day at the Bugle. _I'm either losing my touch or...or the bad guys are getting better. _And, as he'd confirmed from his visit with Doctor Octavius several days beforehand, there were still more machines being produced. It seemed overwhelming, and the only way he was finding to cope was to simply not try and think ahead. It would be no good getting worked up over the possibility of Octavius continuing his shady dealings with OsCorp. Peter shook his head as he threw on a thick jacket. It had been snowing since the previous night and, if the forecast was to be believed, would snow all through that day and well into the following morning. What bothered him most about this whole situation-from Black Cat's attack on Octavius right down to the robot's attack on the mall-was that it seemed far too chaotic to be part of some kind of coherent plan. Here he was, already injured from the robot's attack and he was no nearer discovering just what had gone with the machine than he was knowing who had employed Black Cat to steal the information in the first place.

Peter looked out of his window at the street below. The snow was thick that day, feather downs blanketing the city in a sheet of pure white. Many people were forgoing their jobs for the day. If he and Eddie lived any further from the Bugle, Peter knew that they would have been given he all clear from Robbie Robertson to simply stay home. In a way he wished that they could, although being holed up since the robot's attack had already driven him stir crazy enough.

In any case, there was more to look forward to that day than simply getting an earful from J. Jonah Jameson over the picture of Spider-Man that Eddie had claimed Peter had taken at the mall. Smiling to himself, Peter extracted his phone from his jacket and opened the text message he'd received the night before. He and MJ had gone back and forth for almost an hour, talking about nothing in particular the way they had been doing ever since they'd escaped from the mall back in Queens. For a few moments Peter simply allowed himself to re-read the messages they had sent before finally scrolling to the very end of the conversation.

_You're meeting me for lunch tomorrow,_ MJ had said with a smiling emoticon suffixing the message. _I don't care if we wake up to five feet of snow. It's been too long since I saw you Tiger._

The prospect of seeing her again after what felt like forever warmed something in his chest and helped to lessen his anger at Eddie somewhat. Knowing MJ, she would probably laugh off the news that Peter's roommate and Betty Brant had created a betting pool over their getting together. Stowing his phone in his pocket and throwing his bag over his shoulder, Peter headed out of his room and to the front door. Eddie was standing there waiting for him, looking slightly annoyed.

_Suck it up buttercup, _Peter thought icily. Still, he couldn't allow there to be anything even remotely close to bad blood between himself and Eddie. He'd had one of his very few friendships go as sour as it was possible to be in the past and after all the progress he'd made opening up to people he wouldn't be able to bear things going south between himself and Eddie. Taking a deep breath as he opened the door Peter said with genuine sincerity, "Look, I'm sorry for getting all pissy alright?"

Eddie laughed dryly as he followed Peter into the hallway. "This the part where we talk about our feelings and promise to be true sisters forever, no matter how many men come between us?"

"Something like that," Peter said with a chuckle. Eddie rolled his eyes but finally smiled as they walked towards the elevator together.

"If it bothers you that much," Eddie said, "I'll delete the pic and just forget about it."

"Nah that's okay. I know how much you need the money and I'd hate for you to have to resort to moonlighting as a stripper to get some extra cash."

"Stripper, huh?" Eddie said with a tilt of his head as he considered the possibility. "That could be lucrative. But do you think I really have the ass for that?"

"Definitely," Peter said with a loyal nod which only made Eddie laugh all the more.

They headed out into the blizzard together, the crisp, chilly breeze forcing them both to retreat into the collars of the jackets. Even Peter's now repaired, thermal Spider-Man suit didn't help him against the relentless snow. He and Eddie were both forced o squint against the onslaught of flakes which clung to their eyelashes and covered their outerwear in a thick dusting.

"I think I earned that picture anyway!" Eddie said as they approached the Daily Bugle almost half an hour later. "I don't recall you ever saying thank you for giving J.J. that picture of Spider-Man and MJ under your name."

"That's known as plagiarism in our field I think," Peter remarked as he and Eddie stomped off their snow covered boots once they entered the main floor of the Bugle. There was a puddle of melt-water surrounding the front doors and already the janitorial staff had placed several large yellow wet floor signs on the linoleum.

"It's only plagiarism if you get caught," Eddie said with a devilish wiggle of his eyebrows. Together he and Peter took the elevator to the fifth floor and prepared to part ways as ever once they stepped out of the car. However, before the doors of the elevator had slid shut, they both stopped in their tracks when they heard the familiar boom of Jameson's voice yelling across the room.

"PARKER! BROCK! I NEED YOU BOTH IN MY OFFICE YESTERDAY!"

"Yesterday?" Peter muttered as he and Eddie walked through the department, "then I guess it's already too late."

"He better not grill you over taking time off," Eddie growled, his eyes narrowed. "He knows full well just how badly you get scratched up even if _you_ won't admit it." Peter rolled his eyes but smiled nontheless at his friend's concern. Together they stepped into J.J's office. Both Betty Brant and Robbie Robertson were standing to one side. Jameson was standing as ever behind his desk, grinning like a buzzard at Peter and Eddie, who both stopped the second they'd crossed the threshold.

"Glad to see you didn't get buried out there," Betty commented with a nod.

"You owe me five hundred big ones by the way," Eddie replied. Betty opened her mouth, prepared to furiously demand why but Jameson shot the room at large a look and she silenced herself, although she gave Eddie and ugly glare as J.J. strode forward from behind his desk, an iPad in his hand. With a shark-like smile he handed the tablet to Peter, who frowned. Then, as Eddie, Robbie and Betty crowded in around him to get a closer look Peter felt his blood boil.

It was the front page of the Bugle's website. And stretched from almost one corner of the screen to the other was a high definition picture of Spider-Man and Mary Jane Watson, standing among the ruins of the Christmas tree that Peter had toppled over during his battle with the robot. Betty let out a gasp and stared at Jameson in disbelief. Peter, his hand feeling numb from how tightly he was gripping the iPad, scrolled down and read the headline that had been written under the photograph, feeling his heart pounding in his ears.

"_Christmas Chaos: Spidey Demolishes Mall in Battle with Police Robot_"

Perhaps even worse was the subtitle, which Peter read through a haze of red anger: "_Spider-Man bribes aspiring actress to keep quiet about incident."_

"What the hell J.J!?" Betty demanded furiously, glaring at the editor who shrugged innocently at her anger.

"We put the story off long enough, Ms. Brant," he said simply. "Covering the mall for the last three issues has brought in a good enough number of hits but this," he gestured to the iPad still held in Peter's white-knuckled hand, "is already scoring us some big points."

Eddie stared at the editor in confusion. "Wait, you mean you already posted this?"

"That's why you're reading it on the website, Brock," Jameson replied with a superior snicker. "I'm the editor, I have the final say."

"You do realize this is exploitation, don't you?" Betty said angrily. "You didn't even ask Mary Jane Watson if we could print her picture."

"She's an actress," Jameson replied with a shrug, "it's free publicity. Besides, if she wanted to say anything she probably would have done so by now." He all but tugged the iPad out of Peter's grip and gave him a grudging smile. "I've got to hand it to you, Parker. You certainly know how to make up for shoddy work."

Peter glanced sideways at Eddie who had sunk into one of the chairs opposite J.J's pristine, clean desk. He looked white, his eyes staring ahead as though he didn't really see the snow covered windows. Peter forced himself to calm down, although he seriously wanted nothing more than to tackle the Jameson's smug ass out of the window to the snow banks below. It wasn't the mud-slinging of Spider-Man that made his blood boil. Almost a year at the Bugle had made him more than used to the editor's hatred of Peter's costumed alter-ego.

It was the shameless violation of Mary Jane's anonymity that infuriated him.

"Did you mention her name?" he said, his teeth clenched, his voice so dangerously low that everybody in the room turned to face him with alarmed expressions. Jameson stared at him in surprise for a moment and the shrugged.

"I don't know," he said carelessly. Turning to Eddie he added, "Brock, did you mention that Watson girl's name in the article?"

Peter suddenly felt as if he'd been slugged in the stomach. His throat suddenly too tight for speech he stared at his roommate and close friend. Eddie had the grace to meet his gaze but there was so much shame on his handsome face that Peter had to turn away, feeling his entire body shaking with anger and betrayal. He heard Eddie push his chair back and felt him stride across the room but he still did not turn around.

"Pete I'm sorry," Eddie said beseechingly, "they just...they needed somebody to cover the story on the mall and since I was there and you were out of commission I...I didn't mention MJ though, I swear." He rounded on Jameson and said angrily, "And someone also forgot to mention that he was planning on making it the front page feature!"

Looking back at his friend Peter saw that Eddie was telling the truth. Still too angry to speak, he simply nodded and turned back to face Jameson, who was watching the scene with interest. "Somebody want to tell me what's with all this soap opera bullshit?" He said, crossing his arms over his barrel chest.

"It's called having personal lives, Jayj." Robbie had been the only one to remain silent during this entire exchange. He surveyed his colleague impassively but Peter could see the bitterness in his clever brown eyes. "Something you don't really know that damn much about, so do yourself a favor and just shut the hell up for now." Jameson narrowed his eyes at Robbie's words but any angry retort was swallowed back. If there was one person who knew how to cow J. Jonah Jameson it was Robbie Robertson.

"You'll get your bonus for the photograph, Parker," Jameson said, his voice decidedly business-like. "Ms. Brant, try and see if you can snag an interview with his Watson girl. If you can't then that's all fine and dandy. God knows I wouldn't want to hurt your precious little feelings." Betty glowered at the remark but chose not to dignify it with a response. She spun on her high heel and marched out of the office, her pretty face rife with anger.

There was silence between the remaining men. Then Jameson barked, with all the rage he had been attempting to suppress, "DON'T THE THREE OF YOU HAVE JOBS TO DO?!" Not meeting Eddie's eye, Peter walked out of the office, his back straight, still feeling the weight of betrayal and anger. Eddie did not show up at Peter's cubicle all that morning, not that Peter particularly wanted to see him. He knew that Eddie had simply done his job as a journalist and that it had been Jameson's idea to make the photograph the lead feature for that day's issue but he was too angry to allow himself to be rational or fair.

The masochistic part of Peter's personality made him read the article shortly before he headed out for his lunch date with Mary Jane. He was somewhat relieved that Eddie had done his very best to avoid correlating the article with the misleading headline. Spider-Man recklessly destroying parts of the mall was more alluded to rather than outright stated and as for Mary Jane, Eddie had been careful to avoid mentioning her by name but it didn't matter in the least. Her picture was already there and sure enough provided rife material for people to make sickening comments in the feedback section.

By the time Peter left for his break he felt angry enough to break Jameson's arm and did not return Sally Avril's cheerful greeting as he headed out of he reception area and into the snow. He stalked down the street and around the corner, kicking up the snow that lay piled on the sidewalk as he went, wanting his anger to blaze a trail through the drifts. He couldn't believe the levels that people would stoop to in the name of money and while he could never hate Eddie he still felt somewhat sickened by his friend's actions.

_If it were you, _said the voice that sounded like Gwen in his head, _you would have done the same thing. _

Peter sighed in defeat as he approached the row of cafes and restaurants where Mary Jane worked. That voice of reason was the one thing that had stopped him from going down dark paths so far and he knew that it had a perfectly valid point. He, after all, had sacrificed his own morals the previous year when he'd refused to come to Harry's aid. And look at what that had gotten him. Shaking his head, he hurried towards the two story brick building with a creaky old sign hanging from the side. Battered by the wind and weather, the old ship was almost completely obscured and for a moment Peter had to squint to make out the name _Below Decks _painted on the bottom of the sign.

He had never been to the restaurant before and when he opened the door he immediately knew why. Dim and long, it smelled of tobacco and fried food. A swift glance around the restaurant was enough to give him an indication of the eatery's clientele. There wasn't a face under the age of forty as far as he could see. Christmas music warbled from the speakers affixed to the paneled walls, which resembled the side of an old galleon. A ratty old Christmas tree had been erected in one corner. At the very back of the restaurant several video lottery's had been set up and not one of them was unoccupied even though it was only one in the afternoon.

Peter glanced stood awkwardly just inside the door, staring around the dim room, wondering just how in the hell MJ tolerated working in such an atmosphere. He stepped towards the bar and took a tentative seat at one of the stools, glancing up at the crystal glasses that hung from a rack overhead. He heard men laughing raucously behind him and glanced over his shoulder. The group making the noise were all blatantly pointing at one of the waitresses and Peter felt his stomach sink when he noticed how young the girl was, young enough to be the granddaughter of some of the leering men.

Once again he felt a furious desire to grab Mary Jane and swing her away from all the filth around her.

"What can I get you, honey?" The husky voice brought Peter out of his melancholy reverie and he turned back to face the bar and the woman standing behind it. She was a small woman but carried an air of fieriness that immediately made Peter sit up and pay attention. He guessed her to be at least in her early thirties, with shiny dark hair that had been pulled back into a loose ponytail. Her skin was cinnamon-dark and free of blemish. Like all the other waitresses in the restaurant she wore a black tank top emblazoned with _Below Deck's _name and logo. The tank top stretched tightly over her impressive chest and a name badge had been pinned just under her collar bone.

"Hey!" She snapped, clapping her hands in front of Peter's face to snap him out of his dumbstruck appraisal of her appearance. "I get that it ain't busy in here but I don't exactly have all day. What can I get you?"

"Um...uh...Mary Jane."

The bartender quirked an eyebrow and said with evident amusement, "Unless we're naming drinks after waitresses I don't think that's on the menu." She chuckled as Peter felt his face turn pink and added, "You're here to see our little celebrity huh? Well she's just in the back getting ready for her break. Sit tight. And have a drink or two. It might take the edge off."

Peter thought wildly of all the alcoholic beverages he'd ever heard people like Flash Thompson and Eddie talk about but before he could rattle off some unimpressive cocktail somebody flounced up to the bar and said to the bartender, "I guess I'll just head off for a bit then. Y'know, I was really hoping that-"

MJ stopped mid-sentence, only just then noticing who it was who was sitting on the bar stool next to her. She was dressed in her leather jacket again and had tucked the top of her head under a cozy looking blue hat. For a moment Peter caught the weight of her workday on her pretty face. Then she lit up like a Christmas tree and flung her arms around his shoulders. Peter felt his entire body flood with warmth at the embrace and he smiled as she said into his shoulder, "Hey Tiger! I thought I was never going to see you again!"

"I couldn't stay away from you if I tried," Peter replied as she let go of him. "I'm just happy that I didn't turn into a snowman on the way over."

"God I love it out there right now," MJ said brightly. "We don't have to go far. Just anywhere other than here."

"Don't let the ogre here you say that," the bartender advised MJ with an almost motherly look of warning.

MJ rolled her eyes. "As if he'd let go of me. I'm the only one here who knows how to handle these creeps when they try to get fresh." She grinned at Peter and then said to the woman behind the bar, "I'll be back in a bit Rio. Think you can hold down the fort for me?"

Rio chuckled at Mary Jane and said with exaggerated sass,"Girl, I am the god damn bartender. You think I need your suddenly famous little ass to make sure this place don't go up in flames?" Grinning, Mary Jane hooked an arm under Peter's and practically dragged them both out of the the restaurant. Once they were on the street she breathed in the chilly air with evident relief and said, "God that feels good."

"Does it always smell like a truck stop in there?" Peter asked, feeling perfectly at ease as they strode down the snowy street together.

"Sometimes it actually smells worse," MJ replied darkly. "More reason for me to get the hell out of there."

"And, uh...is that going to be easy?"

MJ gave Peter a dry look and said, "Don't play dumb, Tiger. You're too cute for that. The Bugle is the only paper that had that picture of Eddie's. If you haven't seen it by now you're either skipping work just to come and spend time with me or your boss is a lot nicer than people on the street say."

"I saw it," Peter replied bitterly. To his surprise, MJ didn't look at all perturbed. She smiled broadly and said, "It's kind of exciting for me. I mean, exposure is a little much for a girl gunning for stage acting but even Broadway actors end up in magazines and stuff."

"I just wish it hadn't been front page is all," Peter muttered as they turned a corner the led to another quaint row of old fashioned brick and stone buildings.

"Why?"

"Because...well I mean...it just gives a little too much exposure, y'know? Plus it's online now and people on the internet can be a real bag of dicks sometimes." He thought of some of the more lewd and hateful comments that he'd read on the feedback section of the feature. He clenched his jaw at the thought and unconsciously drew closer to Mary Jane as they walked down the lane, as though afraid skeletal trees would suddenly spring to life and try to attack her.

But Mary Jane only laughed all the more. "Aw Tiger, are you trying to protect me from the big, bad world?"

"Yeah," Peter replied staunchly, "I am. Does that bother you?"

"Not in the least," MJ sighed contentedly, resting her head against his shoulder as they approached a small cafe that was located next to a book store. "It's actually really sweet. I'm not used to people trying to keep me safe." MJ wrenched the door of the cafe open and Peter's nostrils were assailed by the toothsome aroma of freshly brewing coffee and baked goods. He glanced down at Mary Jane as they got into the small lineup. Once again that haunted look came into her sea-storm eyes. Peter knew that she was thinking of her mother and all the turmoil of her childhood and as they stood in line, MJ still resting against his shoulder, Peter almost unconsciously stroked the top of her head with his fingers.

They ordered their coffees and lingered at the edge of the counter, talking of small, almost unimportant things. MJ found it incredibly funny that Eddie and Betty had entered into a competition over her and Peter, which served to alleviate some of Peter's irritation at his roommate. "He's a sweetheart," she said as she added three packets of sugar to her cup. Noticing the look of surprise on Peter's face at the amount of sweetener she added, "Hey, it's better than smoking right?"

"You're going to be ricocheting off of the walls."

"Better than crawling up them," MJ muttered to herself.

Peter shook his head, smiling to himself. It felt almost funny to him that they'd both been on the front page of the Bugle and yet MJ didn't even know it. A small part of him wanted to reveal himself to her, to tell her that she'd saved his life that evening but he knew better than that. There was too much of a risk in letting her know the truth. He still had to figure out just why Octavius had let his robot go haywire after all.

As they stepped back into the snowstorm they were both brought up short by the sight of a group of people with cameras waiting near the door of the cafe. Peter had worked in the journalism field for too long to have to wonder what the hell these people wandered. They were from the press. And there was no doubt in his mind just who they had come to the coffee house for. What he did want to know was just how they'd known to come here.

"There she is!" One of them said. MJ stopped abruptly, looking more confused than annoyed. Peter stood back, keeping a hand safely on her shoulder. Almost as one the cluster of paparazzi surged forwards, all of them talking at once. Peter could only hear snatches of what it was that they were saying and he felt suddenly claustrophobic, even though he knew that an escape back into the warmth of the cafe was only a step behind them.

He expected MJ to be irritated or even spooked by the unexpected press ambush but to his surprise he saw a spark in her eyes and she waited patiently as they continued to jabber aimlessly. Only when they'd gone quiet did she speak, and when she did Peter realized that he wasn't seeing her natural reaction to the press. He was seeing a carefully crafted performance.

"Wow guys, one at a time. How do you even know who I am anyway?"

"Your picture is all over the Daily Bugle!" Said one woman from the middle of the thicket of people.

"One of the patrons at Below Decks told us that you went to this coffee shop on your breaks!" Called another. Peter resisted the urge to fire a web-ball into the man's pallid face for having violated MJ's privacy so flagrantly.

Before MJ could speak one of the paparazzo's called out, "Miss Watson! What exactly is your relation to Spider-Man?"

MJ chuckled, tossing her shininy scarlet hair over her shoulder with all the swagger of a supermodel and said, "Oh we're old friends. He just doesn't know that yet."

"Do you know who Spider-Man really is?"

"Even if I did," MJ said with enforced disdain, "I wouldn't go shouting it to the mountains."

"Was Spider-Man really responsible for causing all that damage at the mall?"

"Ugh," Mary Jane scoffed in disgust, giving the members of the press a withering look, "of course he wasn't. Hello? The guy's a hero. Just because the editor of the Daily Bugle is on a witch hunt doesn't mean he knows jack about Spider-Man."

"Are you worried that this photograph will damage your aspirations to become an actress?"

_How the hell do they know about that?_ Peter thought, glaring at the assembled paparazzi. He could see people inside the cafe on the periphery of his vision, standing at a safe distance from the glass doors, observing the excitement taking place outside. Again Mary Jane surprised him with how easily she answered the invasive question.

"Well if it helps me deal with people like you then it can't be all that bad can it?" She smirked at the look of shock that passed over the faces of the crowd. Peter felt a rush of admiration for MJ. Even famous celebrities found it difficult to handle themselves in front of the press but not only was MJ taking the surprise junket well she also seemed to know exactly how to deal with the tabloids. _Something I could never handle, _Peter thought with a shake of his head.

One of the reporters had taken notice of him and called out, "Is that young man your boyfriend?"

Glancing at Peter with a tiny smile MJ replied, "He's just somebody that Spider-Man wishes he could be right now." At that, Peter outright laughed and buried his face in his hands. If only MJ knew the truth...

"Are you in any way related to Phillip Watson, the man who was arrested in Jersey last weekend for assault?" The question came from the back of the group but Peter could see that it impacted Mary Jane as though it had been a slap in the face. The confident, feisty persona she had adopted upon being assailed by the press fell as fast as the falling snow. She looked around, at anything other than the assembled paparazzi as though suddenly confused. In an almost feeble voice she said, "I...I don't...how did you..."

Anger erupted in Peter's chest. Taking a deep breath he stepped forward and pointed dramatically over the heads of the press. "Look! It's Spider-Man!" To his immense relief they were gullible enough to fall for the ruse. Every assembled head turned in unison and Peter took the opportunity to seize Mary Jane by the arm and pull her into the security of the book store next to the cafe.

The aroma of the coffee shop was still present in the book store but now the scent of books, old and new, filled the air. The respectful quiet of the store was almost deafening compared to the din of the press that had assembled outside of the coffee shop. Shelves of varying sizes lined the wooden floor and as Peter led MJ further into the safety of the shop he noticed a metal spiral staircase that led up to the second floor. The windows of the shop had been peppered with paper Christmas decorations that looked as though they'd been made by a kindergarten class.

He led Mary Jane into a narrow aisle formed by two tall shelves, filled with classic literature and old plays. Her eye were downcast and she still looked as though she'd been hit in the face at the mention of her father. Peter held her hand reassuringly but still she did not look up at him and for a moment Peter felt even angrier that the paparazzi had managed to shake her up so badly. He wanted to go back outside and pummel each and every last one of them into a bloody pulp for having shattered MJ's confidence so easily but reigned the notion in, albeit with incredibly difficulty.

The silence between them became unbearable. There was no gently wafting holiday music in the book store to fill up the empty air and even though only it had only been less than a minute Peter felt the silence like a gunshot. He didn't want her to be upset. He wanted her to smile, to only ever smile and to laugh again, not because he couldn't stand her any other way but because somebody as beautiful and warm as Mary Jane Watson deserved those things. Especially given all that she had been made to suffer in her life. More for something to say than anything he said, "I'm...I'm sorry...I wish that hadn't happened."

MJ shook her head, her eyes still haunted. "Yeah well, you're not the only one Peter." The way she spoke stung him and he only then when she resorted to using his first name did he realize how much he appreciated her calling him Tiger. There was bitterness in her voice, as though all of the fire had been taken out of her with that one thoughtless question. Standing nearly two feet away from him she looked around at the towering shelves, purposefully avoiding meeting his eye. And it cut Peter to his very core to suddenly have MJ ice over so completely, mad him almost angry and just the smallest bit stricken with panic. He'd gotten so used to her acceptance and warmth that the very idea of her suddenly cutting and running made his throat feel unusually tight.

Mary Jane's eyes fell on a book to their left and she turned to face the shelf, running a finger over the spine. "The Winter's Tale," she said softly. Peter cleared his throat, determined to try and hang onto some semblance of conversation. "I, uh...don't think I've ever read that one."

"It's my favorite play," MJ went on, pulling the book off of the shelf and looking wistfully down at the cover. She chuckled dryly to herself and said, "This one's an old copy." Turning it over in her hand she glanced at the orange price sticker on the back and shook her head. "Probably why it costs about a day of my pay. Still...it's good for a winter night. And pretty damn happy for a tragedy."

"It's the one where the statue comes to life at the end, right?"

MJ nodded, still holding the green bound book as though she had every intention of tucking it into her leather jacket and walking into the blizzard with it. "There's a lot more to it than that Peter," she explained. It sounded so unnatural for her to be using his name conversationally. "There's a girl who gets...really, really lost in it...all because her father's a righteous dick. Everything seems like it's going to end in tragedy. I mean, it's Shakespeare so it wouldn't be that surprising right? But at the end...everyone loves her. Her father, the people who want her hand in marriage...and yeah...a statue of her mother comes to life and it all ends...happily." Mary Jane's brow creased momentarily. Then, with incredibly violence she shoved the book back onto the shelf and shook her head, as though disgusted by the vulnerability she had shown.

"It's just a stupid story," she said fiercely, her eyes blazing angrily. Before Peter could say anything to comfort her she pushed passed him and added, "I'm going to use the bathroom."

Peter stood there as if he'd been struck over the head with a cinder block, watching Mary Jane walk off, her crimson hair gleaming in the lights cast by the cheap fluorescent's overhead. He was breathing heavily and still felt almost as though he were about to be sick. She'd gotten worked up over what the question the member of the press had asked her, that much he understood. But the ice that had taken over her normally blazing personality both shocked him...and angered him, but not because she wasn't pulling herself together.

If there was anybody in the world who had a right to be angry and aloof it was Mary Jane Watson. Peter's loved ones had all been taken from him but in those cases it had been sudden, abrupt...almost merciful in spite of the cruelty and pain it caused him to this day. Mary Jane had been forced to watch as her mother and sister dwindled under the rage of a man who, as far as Peter was concerned, didn't deserve the title of father. She had been powerless to stop anything and in the end it had cost her somebody she held dear. If there was a person who could maintain a bubbly personality twenty-four-seven after going through something that traumatic, Peter did not want to meet them.

Thoughtfully he slid The Winter's Tale off of the shelf and opened it to a random page, reading the first quotation that stuck out to him.  
"What's gone and what's past help should be past grief."

He shook his head and closed the book again. He didn't understand the quote in the context of the play, never having read it for himself. But there was something in that singular passage that struck a chord in him and brought to mind the shared loss between himself and Mary Jane. It was almost a macabre thing to think that it was that which seemed to connect them but it was there and now that Peter had found something in her that made his restless nights a bit more restful, something that warmed him in the middle of this bitter winter he wasn't about to let go of it.

The book was expensive, far more expensive than any of the bestselling hardcover's that Peter walked by on his way to the cash register. But he didn't care. He wanted this for her, to make her feel better even if it meant going hungry until Christmas.

He met Mary Jane at the front entrance of the bookstore. She looked just as lost and morose as ever but when he all but forced the bag carrying The Winter's Tale into her hand her green eyes widened in surprise.

"What did you do?" She asked, almost as though the notion of him spending money on her was foolish.

"See for yourself," Peter said simply. MJ pulled the old book out of the bag and stared silently at the cover. Peter could have sworn that he saw the warmth returning to her. The shadow that had fallen over her since the encounter with the paparazzi vanished as if chased away by sunlight. She smiled, her eyes suddenly very bright and shook her head as she stared warmly at Peter, who himself was beginning to feel somewhat hot under the collar of his jacket.

"You're such an idiot, Tiger," she said tremulously, dropping the book back into the plastic bag. Then she stepped forward, cupping his face in both hands and, standing on the tip of her toes, kissed him softly. Peter's mind seemed to go numb with the sheer realization of just what it was that she was doing. This was no customary kiss under a mistletoe. Mary Jane was kissing him because she wanted to, because she was so overwhelmingly grateful for what he'd tried to do for her. He wrapped his arms around her, pulling her close, feeling once more as though they'd created a small space that was separate from everything and everybody around them. The warmth and softness was overwhelming his brain and all he could think of was how right it felt, how safe he seemed to feel with her like this.

Somebody coughed behind them and they broke apart, turning to see the severe cashier giving them a disapproving look. Laughing, Mary Jane took Peter by the hand and together they walked back out into the snow, Peter feeling as though he could take on the world as long as she didn't let go of his hand.

Which was why it almost killed him to have to say goodbye to her once his lunch hour was almost over.

"Parting is such sweet sorrow," he said with a shake of his head as he walked her back to _Below Decks._

"Ah, see you do know Shakespeare," Mary Jane said with a laugh.

"Only from the movie version."

Mary Jane laughed again and give him a quick kiss. "I'll call you tonight, okay Tiger? Try and wait up for me. The trip home can be a real pain."

"You sure you don't want me to escort you?"

"What and have you spend the night at your aunt's place again on my account? What would Eddie say if he knew that?" Once more she kissed him and then ducked back into the dimness of the restaurant, still clutching the bag that held the book Peter had given her in her hand. Peter watched her go, feeling somewhat empty at her absence but more than that, he also began to feel somewhat anxious. He knew full well what kind of commute Mary Jane would have to face on her trip back to Queens.

And he didn't at all like the idea of her going completely alone. He stamped his boots on the ground and turned away from the restaurant, walking with his head bowed against the snow. He walked the way back to the Bugle without so much as looking up, the path one he could have walked blindfolded. His mind raced during the trip but by the time he arrived back in the reception area of the Daily Bugle he'd made it up completely.  
He was going to follow Mary Jane home that night.

* * *

Bright orange lights shone out of the sheet of white snow that continued to inundate the city. Perched on the rooftop of Below Decks, Spider-Man stared down at the front entrance of the restaurant, waiting patiently, ready to watch and wait the whole night if he had to. He knew that Mary Jane's shift would end at a completely reasonable time but he gave himself the benefit of the doubt. Who knew what kind of tyrannical game the manager of the eatery played with his staff?

Peering over the edge of the sloping roof, Spider-Man kept a close eye on the snow street. He'd been undertaking his vigil for only ten minutes and wondered whether or not MJ was going to be kept overtime. As if on cue, the door to the restaurant opened and two figures stepped out. Peter recognized Mary Jane's blazing red hair instantly. At first he didn't know who the other woman walking beside MJ was but he needn't have wondered long. Their voices carried up to him in spite of the whipping breeze, conversing lightly as they walked down the snowy street.

"You don't have to walk me home, Rio," MJ said exasperatedly.

"Yes and have you end up on the front page for an entirely different reason," Rio replied tartly. "I don't even let my own son out of the house after six for very good reasons. This is New York City, MJ. Spider-Man or not, it's still not safe, least of all for a girl like you."

"What's that supposed to mean?" Mary Jane demanded. Spider-Man leaped nimbly to the neighboring rooftops as MJ and Rio continued down the street. Rio's response was drowned out by a passing car but whatever she had said made Mary Jane laugh. For a moment or two they simply walked and chatted pleasantly before turning the corner. Mary Jane stopped and turned to face her friend and when she spoke next Peter heard the subtle command in her voice.

"Go home Rio," she said. "I'd hate to think of your son waiting up for you and the cab's going to be a bitch in this weather."

Rio snorted and said, "Miles wouldn't have to be waiting alone if I had a life outside the restaurant and my house."

"Nothing's stopping you," MJ said. They'd stopped at the mouth of an alley. Mary Jane was regarding Rio with her arms folded defiantly across her chest. "And if you don't get home I'm going to text Miles and tell him to do something rebellious and teenager-like just to make your life miserable."

"You're a stone cold bitch sometimes MJ," Rio said shaking her head. Then, as though against her better judgement she nodded and gave Mary Jane a quick hug before flagging down a passing taxi. From the rooftop, Spider-Man watched as MJ waved her friend and co-worker out of sight. Then she started down the street, strolling along perfectly at ease in the winter weather.

Spider-Man shadowed her down the street. He guessed from the direction she had chosen to walk that she was heading for the subway, which explained why she hadn't taken a ride in the taxi with Rio. The street was lit up by the amber lights of the street lamps, which helped to alleviate some of his anxiety. One thing a person could usually count on in New York City was there mostly always being light. Still, he knew that when push came to shove a creep wouldn't care as long as they could get what they wanted.

Mary Jane strolled around a corner, heading closer towards the taller buildings and for a moment Peter though that she might make it home without incident after all.  
Three men, a few years older than Peter, emerged from the alley that Mary Jane had just walked by. Perched on the edge of a barren flagpole, Spider-Man clenched his jaw as the jocks nodded at MJ. They laughed to themselves, the laughter of men used to getting their own way. They were expensive clothes, suggesting that they were trust fund babies of some description which only served to raise the web-slinger's disdain for them.

The hastened to fall into step with MJ, who squared her shoulders but showed no outward fear. Spider-Man was too high up to hear just what it was that they were saying but he recognized their posture, the confident, spoiled swagger that told him exactly what they were intending on doing. One of them, a tall, muscular jock with perfectly combed hair put a hand on MJ's leather jacket clad shoulder. Fury erupted inside of Peter, who fired a line of webbing at the jock and wrenched him violently backward and into the air. He jerked the line loose as the creep let out a yell of fear and surprise. For a moment the man fell through the air. The next second he was hanging in a webbed bundle from a street lamp just over the heads of his friends, who stared up in dumb surprise.

Spider-Man prepared to swoop down and clobber the other two but just as he fired a line to a nearby building Mary Jane pulled something small and metallic out of her jacket, something that sparked as she drove it into the side of one of the two remaining steak-heads. The jerk spasmed dramatically and fell to the snow, twitching and sobbing in pain. The only remaining creep looked from his web-bound friend to his tazed companion. For a moment he too looked afraid. Then, before MJ could get a hit on him with her trusty taser, he seized her by the shoulders and threw her bodily into the ground.

Peter saw red as he swooped from the flagpole. His feet skidded on the snow-covered street and before Mary Jane or the thug could react he seized the bastard by the throat and threw him across the street, watching with satisfaction as he collided with a phone booth and sagged to the pavement. Turning to Mary Jane, Spider-Man held out a hand and helped her to her feet, brushing snow off of her jacket.

"Close call," he said with an attempt at jocularity despite his blood pumping his ears. "Didn't you hear about walking home alone at night?"

"Sorry. Some of us don't have the ability to swing from a web to get us to where we want to go," she said, stowing her taser back in her jacket. "I'd say that I could have taken them but I'm guessing you wouldn't believe me."

"No," Spider-Man replied, "I wouldn't have."

"Because I'm a girl?"

"You knocked out robot that was about to turn me into spider sushi. It's got nothing to do with being a girl and more to do with there being three of those creeps."  
Mary Jane sighed and shook her head, staring up in amusement at the feebly struggling frat boy dangling from the street light. "Thanks Spidey. I guess I should find more reliable transport, huh?"

Spider-Man spread his arms and said, "Your chariot, m'lady."

"Are you serious?"

"Deadly. It's a hell of a lot better than you wandering the streets and taking the subway all he way to Queens alone at night, even if it is only eight-thirty."  
Tilting her head to the side in confusion Mary Jane said, "How did you know I take the subway to Queens?"

"Lucky guess," Peter said, too annoyed at himself for having made the obvious error to think of a better recovery than that. "Look, I still owe you for saving my skin the other day at the mall. What say I take you out for a swing and then drop you off at home?"

Mary Jane arched an eyebrow. "Are you asking me on a date, Spider-Man?"

"Sure. You never know. It could help build up your reputation among the public to be seen with a menace to society."

"Ugh, you are so not a menace to society. Just because that paper-pushing pindick who runs the Bugle wants to launch a smear campaign against you doesn't mean the rest of us think that of you like that."

Spider-Man chuckled, feeling a wave of vindictive satisfaction at hearing her shower J. Jonah Jameson with such well-deserved abuse. He held out an arm and to his relief Mary Jane stepped forward. Wrapping an arm around his chest, she hooked one leg around his, sending goosebumps erupting on the flesh under his costume. Something in the small smirk told Peter that she knew perfectly well what kind of reaction she was eliciting in him.

"Pardon me if I get fresh," she murmured into his neck. "I've never been swinging around New York City."

"I'll go slow," Spider-Man replied, firing a web onto the middle of the tallest building within reach. "Ready?" He asked her and Mary Jane nodded, resting her head on his shoulder. He sprung into the air, clutching her to him with one arm and swing down the street, pushing them both to a moderate height. Mary Jane tensed in his embrace but she did not so much as scream at the feeling of flying through the air. Confident that she could handle the feeling, he swung them on slightly higher and to his surprise and delight MJ actually laughed at the height and speed.

Why did I know she was going to like this? He thought as the swung around the block and closer towards the busier section of the city. Gwen hadn't been terrified of swinging with him in the least and it warmed him to see that Mary Jane wasn't afraid either. In fact, judging from how she was laughing and throwing her head back she seemed to be relishing it, her hair whipping around her face as Spider-Man swooped and turned and pushed them on as high as he thought she could handle. On and on through the city he took them, up Seventh Avenue and to the bright, overpowering lights of Madison Square. MJ's eyes widened like an awestruck child at the sights. The snow served to illuminate the famous plaza all the more and as he swung them through he made sure to slow down ever so slightly to let her enjoy it all.  
There was something oddly intimate in swinging through the city with Mary Jane. He had done it many times with Gwen in the past but that was when she'd known perfectly well who was under the mask. MJ did not and for some reason it added a strange thrill for Peter. At any moment she could choose to reach up and pull his mask off and yet that would have been perfectly fine with him because she was here, secure in his arms, clinging to him comfortably as if he were the only thing in the world. This wasn't just about taking her home or impressing her. He wanted to show her the city as he liked to see it, a blur of beautiful color and light in spite of all the darkness and turmoil that crawled like a cockroach within it.

The snow continued to swirl around them as Spider-Man swung with Mary Jane past the lights of Herald Square and up towards Broadway. MJ gave a tiny gasp as she recognized the area and she stared up at him as though she could see right through his mask. Peter tightened his grip on her and swung them both to the snow covered roof of the Gershwin Theater. Having clung to him for the better part of half an hour MJ's legs were slightly wobbly as she let go of him but she stayed upright, staring out over the lights of Broadway beyond.

"How did you know?" She said, shaking her head as he came up beside her.

"Oh...uh...you seem like a good actress..." It was such a lame thing to say and the second the words left Peter's lips he wished fervently to be able to take them back. Mary Jane glanced at him suspiciously but said nothing, still looking out at the sea of lights visible through the swirling snow.

"I thought it would take longer for this," she said. "To be on top of Broadway, I mean. And now here I am and it's all thanks to you." She glanced at him again, a grateful smile on her face.

"You're going to get here on your own Mary Jane," Peter said firmly.

She cocked her head to the side. "And now you know my name too." Peter felt his face burn at how careless he'd let himself be but before he could muster up another lame excuse she sighed, turning to face him fully and said, "There's one thing I've learned a lot about lately, Spidey. You don't get anywhere by yourself. Doesn't matter where you go or what you want...you need other people. People like you."

"And that cute guy from the mall?" He added for the sake of his ego.

MJ laughed and said, "Especially him." She sighed, looking right into the eyes of Spider-Man's mask and added, "You must save a lot of people, huh?"

"Not all the time."

"Somehow I'm not surprised to hear that."

"Well...win some and lose some right?"

Mary Jane shook her head. "Anybody ever stop and thank you for it, Spidey?"

"Sometimes."

"I bet not many of them show their appreciation like I can." And with that, she stepped into his personal space and tucked her fingers under the hem of his mask. For a moment Peter felt a thrill of excitement that was immediately dampened by fear. What would happen if she discovered who he really was? Would she be angry that he'd kept a secret from her and flat out lied to her? He'd already seen the icy side of Mary Jane's personality that day and he didn't think that he could handle flatout anger.

"Don't," he whispered, his lip shaking even as she pulled the mask away from the bottom of his face.

"Shh," she replied soothingly, bringing the mask up just over top of Peter's nose. "Don't worry. I won't hurt you." It was such an unusual thing to say but somehow so right. Somehow she knew the kind of pain that having his identity revealed could inflict, even if it was done by a stranger. Brushing her thumb gently over his lips, Mary Jane kissed him and this time it was full of a fiery passion that they hadn't yet experienced together. Peter contained a gasp as MJ's tongue pushed his lips open. His breathing increased to a fever pitch and the only way to gain more air it seemed was try and take it from her. He needed this, wanted it and gave in entirely as he matched her fervor strength for strength. Suddenly he wanted to peel off more than just his mask and expose every side of himself to her, to let her in in ways that he hadn't with anybody else. His lips begin to tingle at the electricity of their kiss and he instinctively pulled her closer to him, wanting to feel every inch of her.  
A loud explosion made them both break apart, gasping for air and staring at each other with burning faces. For a second Peter wondered whether or not he had actually heard the noise but almost immediately after that thought came into his head another exploison cut through he air of the winter's night and both he and Mary Jane looked around.

From their vantage point on the roof of the famous theater they both had a view of the East River. A cloud of fire was just beginning to dissipate. Something was attacking the Queensboro Bridge. Peter felt a momentary desire to scream seize hold of him. It was so miserably unfair that his night with MJ had just been disrupted by what could turn out to be a typical car accident. It was a puerile thing to think but he felt perfectly jusified in thinking it. Still, the desire to do good and help in any way possible eventually won out. Pulling his mask down over his face he turned to face Mary Jane apologetically.

"They never let me have a break," he said with a stab a bravado that he did not remotely feel. He seized MJ by the midriff and before she had time to give so much as a squeak of surprise, he swung them both down to the street below, setting her on her feet, saying as he did so, "Will you be okay getting home?"

"Don't worry about me," she said with a smile. "The subway's just a hop, skip and a jump. I'll be fine." She patted the pocket of her jacket that Peter knew contained the taser she had pulled on the robot and the creep that had tried to jump her. She gave him a reassuring smile that did not quite meet her eyes and it was only then that Peter realized that she was just as irritated at the interruption as he was.

Grudgingly, Spider-Man nodded. He leaped into the air, shot a web onto the side of one of the building in order to gain better momentum. He looked down at Mary Jane once more, and she looked right back at him. Stealing himself, he fired a web down the street and called down to MJ, "Next time I suggest we take this to somewhere a little less interrupt-your-kiss-y."

Mary Jane laughed. Then, just as he swung off of the side of the theater said, "Go get 'em Tiger!"  
Peter almost collided with the building he'd fired his web onto. Righting himself in the nick of time he looked over his shoulder, not knowing whether or not he'd actually heard her correctly. But Mary Jane was already walking briskly down the street towards the subway, her head bowed against the snow. Even at the distance Spider-Man swore he could see the small, satisfied smile on the beautiful girl's face.


	13. Two For One

Mary Jane's kiss was still tingling on Peter's lips as he swung at lightning speed through the streets of the city, his mind and heart racing. There was no doubt in his mind as to the cause of the two explosions that had cut short his moment with MJ on the rooftop of the Gershwin. As elated as he was at what it was that he'd been able to experience with her he couldn't help but feel incredibly annoyed at he interruption.

_Doc Octavius, you'd better not be at the scene this time or I'm going to wring your nerdy neck, no matter how sorry for you I feel, _he thought savagely as he swung down East 58th towards the Queensboro Bridge. Plumes of smoke were had pillared into the night sky, visible through the torrential onslaught of thick snow flakes. Already Peter's spider-sense was going haywire, his ears filled with the panic stricken shouts and cries of people running away from the bridge. It didn't take long before he saw just what it was that had caused the explosion on the overpass.

Several cars were already blaze, smoke billowing from them. Peering down from the top of one of the towers along the bridge, Peter focused all of his senses on the steaming vehicles and breathed a sigh of relief when he realized that they weren't occupied. The owners had at the very least had the time and wits to escape from their cars.

_Grab some steel there, Spidey, _he thought as he leaped from his vantage point and landed next to a Buick that was already alight with fire, _if I don't get a handle on this crap there's going to be an even bigger bonfire. _A glance down the bridge showed the charred remains of two vehicles and Peter know that unless he did something soon then there was the potential for the whole bridge to go.

He glanced quickly around. There were only five or six cars on fire, the one nearest him being the closest to combustion. As thick and fast as the snow was, it wasn't rain. Peter glanced at his wrists, thinking of possibly trying to dampen the flames with his webbing, but immeditalely nixed the thought. It would take a substantial amount of his web fluid and he still needed to figure out just where the hell the person, or thing, responsible for causing the explosions had gone. In the distance, he heard the approaching wail of sirens as the fire department closed in on the scene. The acrid smell of exhaust and burning metal told Peter that at the very least he had to get the Buick doused before it was too late and he couldn't count on the firefighters showing up on time.

His eyes traveled over the side the bridge to the iron-cold, iced over waters of the river below.

"These people better have amazing car insurance," he said with a sigh, leaping up to one of the bone-white tresses on the side of the bridge. He fired several lines of webbing onto the roof of the blazing Buick and jerked it backwards, grimacing as the tires squealed against the icy pavement. With a shudder and a groan, the car tipped over the side of the bridge and fell to the icy depths below. The splintering crash it made as it fell through the ice made Peter grimace.

Red and white lights flickered as two fire trucks pulled up to the edge of the bridge and a bevy of men and women in uniform alighted. Spider-Man jumped down from the trellis and sauntered over to them, stopping as one of the men approached him, pulling his helmet off as he observed the scene on the bridge. He was shockingly young, with thick, long dark hair. The name ANASTAGIO was printed on a sewn on label on the front of his uniform. Hard grey eyes that met the mask of the web-slinger before him steadily.

"You get a look at what did this, Spidey?" He had a thick Brooklyn accent and something in his manner told Peter that he'd gotten far too used to dealing with the chaos of New York City in spite of his young age.

"No," Spider-Man replied, "but something tells me it's got something to do with that thing that made a wreck out of the mall last week."

Anastagio cursed under his breath as his team began setting up mobile pumps to target the flames raging over the cars that were still on fire. "The nutjobs don't even take the holidays off, do they?" He said, his jaw set grimly.

Spider-Man let out a hollow laugh. "Evil doesn't settle for a simply Tuesday," he said.

Anastagio opened his mouth to reply.

The tense bowstring of Peter's spider-senses flexed at that exact moment. Something was coming, something that was charging from the darkness to the left the bridge directly at the firefighter. Before Anasatagio could so much as make a move Spider-Man tackled him out of the way, just as the thing swooped between the tresses of the bridge. It's target gone, it evidently didn't have the time or calibration to stop its trajectory. Before Peter could make a move to save himself he felt the thing charge him down and carry him away through the dark, snow filled air.

It was only after he realized that he hadn't fallen to the frozen over river below that he knew that whatever this new machine was, it was a definite upgrade from the one that had attacked him at the mall. Mark One, as Doctor Octavius had called it, had been tenacious and equipped to do some serious damage but this new thing...Peter forced himself to look at it as it zoomed through the air towards the nearby wharf.

_Oh fantastic, _he thought dryly, _they freakin' fly now!_ The body of Mark Two was a darker shade of grey compared to its predecessor, almost black against the swirling white snow that landed on its slick, metallic surface. Like Mark One, it was insectoid in design but not as spider-like. Two red eyes, just as bulbous as the other's had been, stared almost evily ahead, the scarlet glow all but blinding Peter as he struggled to free himself from the grasp of two spindly, but strong appendages that protruded from the pincer-like mouth of the robot. Before he could so much as get in any kind of hit in edgewise against Mark Two it swooped downwards towards and forcibly crashed the entrapped wall-crawler against something hard and metallic that bent under the force.

For a moment, Peter saw stars dancing before his eyes. His body, only recently healed from Mark One's attack, hissed in renewed pain as once again Mark Two flung him into the air and pinned him to what Peter eventually realized was a car. His vision returning, the web-slinger realized that the robot had, for whatever reason, brought him to an impound lot on the edge of the riverbank. He struggled and squirmed with all his might as the thing continued to pummel him but somehow the machine seemed stronger than the prototype.

_Of course it is_, he thought weakly. _Doc Octavius improved it_. Even through the mounting pain and frustration Peter couldn't help but feel a deep sense of betrayal towards the doctor. Octavius had said that his days of caving to OsCorp were over. Either he'd lied or somehow the company had managed to get its hands on the man's research again.

The appendages the gripped Peter suddenly let him go. It seemed as though he machine were re-adjusting itself, preparing to change its attack tactic. Judging from the sharp, whirring sound that began to emit from its underbelly, Peter knew exactly just what it was gearing up for. Remembering the pain of having had Mark One's razor-sharp arms slicing into his side pushed Spider-Man into full on fight mode. With all his strength he kicked at the underbelly of the robot, sending it spiraling through the snowy air and crashing into a nearby bus.

"Yeah, that's right!" Spider-Man side, getting to his feet and taunting the robot despite how pointless he knew it was. "This itsy-bitsy spider learns from his mistakes!" He cast around wildly for some kind of electrical output but the only thing he could think of was the car compactor, which was at the opposite end of the towering piles of crushed cars and rows of vehicles waiting to join them.

A grating, scraping noise emitted from the bus. The force with which Spider-Man had launched Mark Two into the bus had sent it crashing through the windshield to the back of the bus. For a moment, the wall-crawler expected the machine to burst through the way it had come. A high-pitched whining sound filled the air. His senses screaming at him, Spider-Man fired a line of webbing at a nearby car tower and was just fast enough to take cover behind it before the bus exploded in a shower of glass and shrapnel.

Smoke filled the air in the impound lot. Coughing at the stinging smell, Spider-Man leaned around the corner of the car tower he clung to, peering through the smoke and flames. For a moment he allowed himself to think that Mark Two had self-destructed out of frustration or even some kind of defect. The next second his heart sank. Two large, glowing red eyes blinked to life from the middle of the smoke. Like some kind of mechanized hellspawn, Mark Two launched itself at Spider-Man, who let out a cry of alarm and leaped to the next tower of crushed vehicles.

_That's right you son of a bitch_, Spider-Man thought as the robot followed him from car tower to car tower, _follow the little spider_. The impounder was getting closer and closer. If he could just lead the machine into it then he knew he would have the upper hand. Slinging a line of web to the towering machine would be the fastest way of getting to it but Spider-Man knew better than that. Mark One had severed almost every web he'd made and he knew that Mark Two would do the same, probably faster.

The flying machine swooped among the towers of impounded cars, whirring and clicking as its prey continued to dodge it. Every few seconds Spider-Man would hear a sharp hissing sound, accompanied by a burst of red light. Whatever improvements had been made to the machine, the manufacturer's had obviously included laser projectiles which only served to make the web-slinger all the more cautious.

_This is how real spiders must feel when they've got birds coming after them_, he thought as he wormed his way between a gap in one of the crushed monoliths. He tensed as Mark Two zoomed over his hiding spot, wondering why the robot didn't just give up the chase and go back to causing havoc around the city. It was as tenacious as Mark One had been, although so far not as reckless. If it hadn't been for the precarious situation the thing had put him in, he would have taken the time to appreciate the sheer scientific genius of it all.

Spider-Man glanced behind him as Mark Two moved like a deadly vulture over top of the tower of cars. The impound machine was only several hundred yards away. If he was fast enough with his webbing, he could potentially be rid of the robot within the next several seconds. It was a slim chance, but one he had to take. Taking a deep breath, Spider-Man crawled as far out of the gap as he could, stopping just short of making his presence known. Tongue between his teeth under the mask, he fired a long of webbing at the control booth and all but launched himself out from his narrow hiding space.

His nerves sang with momentary elation as he drew within an inch of the impounding tower. He'd given Mark Two the slip. He heard the robot whirring behind him as it turned itself around in mid-air to pursue him but it didn't matter. The control booth was mere inches away. All he had to do was swing around and get the metallic monster caught in the magnet of the crushing vice.

Bright red light filled the air. Just as Spider-Man's gloved hands curled around the edge of the control booth, pain exploded in his back as a bolt of paralyzing energy struck him in the spine. He let out a cry of pain and rage, his grip on the tower slackening. Before he could even think to right himself he fell hard to the ground below, his body spasming in pain. It didn't feel like an electric shock. His battles with Electro the previous year had taught him first hand just what that felt like. Whatever it was that Mark Two had done bring him down felt like the stings of a thousand hornets and try as he might he couldn't right himself.

The machine hovered over him once more, its arms pinning him by the wrists. Once more he saw the spinning razors protrude from its underbelly as it pinned him to the ground and this time there was no Mary Jane to help him.

Yet just as it seemed as though the robot would emerge victorious it was yanked backwards, its grip on Spider-Man loosening. The wall-crawler took the reprieve to his advantage, and staggered to his feet, his body still weak from the painful shock Mark Two had given him. He stared at the red eyes of the machine for a moment. The air around him buzzed with a sudden surge of electricity. Sparks flew like fireworks from behind the machine, which began to pop and jostle just as its predecessor had in the mall. One of its eyes popped outwards, spraying Spider-Man with glass and sparks. There was a violent whine and the next second a ball of fire engulfed Mark Two from within.

Dazed, Spider-Man stood rooted to the spot, swaying in confusion as his eyes re-adjusted to the sudden darkness. At first he couldn't quite see just who it was who was walking out of the darkness towards him through the snow. Then, recognizing the sleek black frame and flowing white hair, he let out a delirious laugh and staggered forwards, throwing his arms around her shoulders.

Black Cat seemed somewhat alarmed at the display of affection but she returned Spider-Man's embrace with a gentle pat on his back. "Good to see you to big boy," she said, her voice purring with good-natured humor. Righting himself, Spider-Man glanced down and saw that she was holding one end of a pair of jumper cables like a tail.

"How did you know where to find me?" He asked, glancing backwards at the smoking wreck of Mark Two.

Black Cat shrugged. "Well it's not exactly hard to find a do-gooder such as yourself in cases like this. First I went to the Queensboro but they seemed to have everything under control. Then I just followed the explosions and flashes of light."

"But how did you know I'd be with Mark Two?"

Cat was about to reply when she suddenly tensed. Spider-Man heard it too. A whirring, clicking sound, similar to the one emitted by Mark Two was gradually approaching the spot where they had met.

"Can we have this conversation while we run?" Cat said, dropping the jumper cable. "I don't know the exact details but something tells me that Mark Three's going to be an even bigger pain in the ass than Mark Two. Think you can make it?"

Spider-Man nodded. The pain was already starting to subside but his mind was now burning with a million questions, the least of which was just how exactly Black Cat knew the proper names for Octavius' robots. Together, they both ran on through the snow, leaping over the low wooden fence of the impound lot to the riverbank beyond. Spider-Man could just see the flashing lights of the fire trucks on the bridge across the river. Without speaking, he and Black Cat headed towards the edge of the water, knowing that it was best to lead whatever it was that was coming away from the general population of the city.

"Where to from here?" Cat asked. At that moment a resounding crash sounded from behind them. Both turned to see the machine that pursued them tear through the fence. "Huh," Cat said, arching an eyebrow, "you'd think that they'd have programmed them to at least take the easy way around stuff like that."

"Doesn't look all that different from the other one," Spider-Man remarked as Mark Three's red eyes fixed both himself and Black Cat with its pinning, electric gaze. Somewhere in the back of his mind, the wall-crawler knew that his calm was only born out of the necessity to remain so. Internally, he was near the point of combustion himself at the notion of there being two robot attacks in the same night.

"Let's try and book it around the bridge," Cat suggested, stepping in front of Spider-Man and wrapping her arms around his shoulders. Spider-Man nodded, ignoring the approaching sounds of Mark Three. He shot a line of webbing blindly upwards and across the river at one of the buildings on Roosevelt Island. With a leap, he bounded forward, keeping a tight hold on Black Cat as they swung through the night air, across the river and over the ice.

"So I take it Doc Octavius's had the names of these things all written up in his research?" He was trying to be as nonchalant as possible as Mark Three pursued them over the frozen waters.

"Nothing gets passed you, Spider," Cat replied with a laugh. She hitched herself slightly higher on his body, draping her arms over his shoulders. "Let's just say that I'm a bit more learned than you are in these things and leave it at that?"

"Or we could establish trust and get this little relationship off the ground."

"Hey, point me to the nearest Ritz Carlton and we can discuss it over a White Russian and some hotel room sex. On your left by the way." Spider-Man had already sensed the incoming projectile and deftly swung the two of them around. He felt Black Cat reach downwards and pull something off of her legs. He frowned, wondering just what in the hell it was that she kept there but the next second found his question answered as several loud popping noises all but deafened him.

"Guns?!" He said in outraged horror as he banked them sharply to the left.

"You got a problem with that Spider?"

"I don't believe in guns." The very sound was enough to bring back memories of Uncle Ben, lying on the sidewalk, blood pooling around him.

"Well trust me big boy, they're very real and they're about the only thing that's going to keep us afloat right now." Cat tightened her grip around his shoulders and continued to fire at Mark Three. Every so often the machine would let fly another bolt of energy like the one that Mark Two had brought the web-slinger down with. Wise to the telltale hum that emitted before the bolt was fired, Spider-Man made sure to dodge the missiles, all while Black Cat continued to fire at the machine.

"I don't think that's working!" Spider-Man called out after they'd been swinging around Roosevelt Island for the better part of five minutes.

"Hey, if you've got a better plan, I'm all ears!" Black Cat replied. "And given that I'm down to the bottom of the barrel here, a better plan would be really great right about now."

Narrowing his eyes, Spider-Man glanced wildly around. They needed some kind of electrical impulse but he would sooner turn himself into OsCorp then drag Mark Three through the narrow streets of the island below them. He needed more time to think of a better strategy and swinging away from the deadly machine wasn't helping his thought process.

"Try and lead it into the ice!" He said, swooping lower towards the river. He felt Black Cat shake her head emphatically against his shoulder.

"No good, Spider! If there's anybody who has to lead this thing on a wild goose chase, it's going to have to be you!"

Spider-Man frowned. "Why me?"

"Because-look, I'll explain it to you later but you're going to have to trust me on this! If you want this thing to follow anybody, you're going to need to ditch me and lead it on yourself!"

Turning his head slightly to the side as he dodged yet another stunning bolt from Mark Three, Spider-Man saw that Black Cat was deadly serious. The idea of simply dropping her off with the murderous machine swooping over head was not one that he was keen on. Somehow the slinky thief seemed to realize his train of thought. She smiled at him, her emerald eyes bright behind her mask. "You're so damn stupid, Spider," she said brashly. The echo of what Mary Jane had said to him earlier stirred in Peter's brain and for a moment he couldn't quite think properly. Then, before he knew it, Black Cat craned her neck and pressed her lips to the mouth of his mask.

Her grip loosened even though her smile never did. Peter's heart all but dropped out of his chest as he watched Black Cat fall into the darkness below them, her hair fanning out behind her. Every particle of his being was screaming at him to let go of the web currently connected to the underside of the Queensboro Bridge and save her but rationality won out. Mark Three was the main problem. He would just have to trust the old adage of cats landing on their feet.

Gritting his teeth, Spider-Man let go of the web and plummeted to the icy depths below the bridge. Almost automatically Mark Three swooped down after him, its nose almost pointed directly downward. He hit he ice before the robot did, cracking the thick surface mere seconds before Mark Three followed. Cold darkness surrounded him and for a moment his mind went completely blank at the death-like sensation enveloping him. Mark Three, heavier and faster than he had been, was already sinking further away, its shining red eyes flickering up at him like a ghost from the abyss.

_I am not going out like this, _he thought through the haze of shock and cold_. _With a desperate determination, he kicked towards the gaping hole that the machine had made in the surface of the ice. The only thing that filled his mind was an image of the life that he had outside the mask, of all the people that he needed to see again; of Eddie and Aunt May...and Mary Jane. His hand break through the surface of the freezing water and scrambled to find traction on the ice.

Something sharp and stinging dug into the top of his leg. Let out a gurgling cry but refusing to take a breath lest he drown, Spider-Man looked down through the dark abyss and saw the flickering, demon-red eyes of Mark Three just outside any line of vision. Somehow it had managed to sink a hooked appendage into his body. Frustration and pain overtook the wall-crawler's mind and he kicked and fought against the hook which only continued to dig into his body as his hand scrambled desperately on the surface just inches over his head. Somebody seized him by the wrist, somebody who was kneeling down at the crater made by the obstinate robot. He felt himself pulled forward, his rescuer's strength too powerful for the failing power of the robot sinking beneath him. Pain seared down Spider-Man's leg as the hook cut through his skin on parting, leaving a long, thin gash exposed to the frigid water. He was pulled over the shelf with a half-victorious, half-pained cry and two lithe arms surrounded him, taking him away from the endless cold of the water below.

Breathing heavily and spluttering as his veins pounded with a rush of warm blood, Spider-Man looked into the deep green eyes of Black Cat, who, in spite of the relieved smile on her face, was white as a sheet. Blood seeped onto the snow covered ice around them. His entire leg seemed to have gone numb at the combination of pain and cold but he was alive, well and truly alive, breathing in great lungfuls of chilly night air.

"U-usually I'm on the opposite end of that," Spider-Man said, his teeth chattering at the cold. Not even the added insulation he'd made to his costume was enough to stave off the marrow-deep chill of the water.

"Aw, what's a matter?" Black Cat said, helping him to his feet, "does the friendly neighborhood Spider-Man not like being the damsel in distress for a change?" She grinned teasingly at him and he had just enough sense left in his half-frozen body to roll his eyes, not that she could see it. He made to take a step away from the gaping hole left in the ice but staggered as feeling gradually began to return to his injured leg. Black Cat caught him as he stumbled and said, "Easy there Spider. You've got a nasty little bug bite from that thing. I'm no doctor but I suggest staying off your feet for a while."

"Naw, I'll be fine," Spider-Man replied with a stab at bravado. "I've recovered from worse scrapes than this before."

Black Cat's face screwed up with concern. She cleared her throat and, putting a steadying hand on his shoulder to make sure that he didn't put too much strain on himself said, "Look I get that you're champing at the bit for the heroics, and that's really noble and everything but you've got no clue just what it is that you're dealing with here."

"Sure I do. A bunch of stubborn as hell robots that for some reason or other can't seem to keep their mitts off of me."

"Did you ever stop to think just why it is that they can't keep their mitts off of you?" There was no humor in Black Cat's voice. She was staring at him with her arms crossed, her expression deadly serious. Spider-Man frowned, and looked away from her. Pain was still throbbing through his body, making it difficult to focus on anything other than the will to remain upright.

"No," he said after a moment's deliberation, "I guess I haven't."

"Well it isn't pretty," Black Cat said darkly. Whatever exactly it was he didn't find out right away. Cat's eyes traveled over his shoulder to a spot on the ice several feet behind where they stood. "Oh shit," she groaned, her entire body tensing.

Spider-Man looked around and felt his stomach clench in disbelieving horror. Two red lights were moving just under the surface of the ice, coming closer and closer.

"God damn it," Spider-Man said through gritted teeth, "these things don't give up, do they?"

"They're designed to withstand just about everything that could be thrown at them," Black Cat said. She stepped into his reach once more. Automatically, he put his arm around her waist and fired a line of webbing to the bridge overhead. He made to leap forward but overestimated the weakness his injury had given him. He staggered and the two of them almost sprawled on the ice. Wildly he glanced at Black Cat who bit her lip in consternation. The next second the ice beneath them exploded as Mark Three burst through the surface. Cat let out a yelp of surprise as the machine rose skyward...with her sprawled on top of it.

"CAT!" Spider-Man called, scrambling to his feet.

"DON'T WORRY ABOUT ME!" She called as Mark Three began to roll and bank from side to side like a bucking bronco. It was trying to unseat its unexpected cargo and the confusion was buying Spider-Man enough time to collect his wits and try and find some way to bring the thing down for good. With a grunt, he pushed himself to his feet, shot a line at the bridge once more and forced himself to leap into the air, ignoring the screaming pain in his leg.

Like a homing missile, Mark Three followed his every motion, Black Cat still clinging to the top of it as it ascended into the air and took off after Spider-Man, who all but collapsed on the bridge.

The firefighters had cleared out after putting out the vehicle scene. The bridge was closed off, seemingly at both sides because there were no pedestrians or cars moving on it. Suddenly Spider-Man realized just how foolish he had been in his underestimating the attack of that night. The explosions he had witnessed from the roof of the Gershwin had been too close together to have been caused by the same source. Evidently OsCorp had wanted to attack in fuller force than they had at the mall in Queens.

With precious time to spare and knowing how much of a liability his injured leg was, he hastily wrapped the gash in a line of webbing. Mark Three crested over the bridge at that moment, Black Cat still clinging to the top of the machine as it scanned the stopped cars for its real prey.

"Use the cars!" Cat called it, doing her best not to fall off the machine as it swooped down on him. "You need to give it an electric shock! That's the only thing that'll stop it!"

Where the hell is Electro when I need him? Spider-Man thought bitterly, leaping to the hood of a nearby Oldsmobile. More to give Black Cat a fighting chance than anything he fired to web balls at the eyes of Mark Three, grinning in satisfaction as it thrashed around violently in the air, momentarily blinded. The next second his satisfaction all but disappeared. A loud hum filled the air and Spider-Man had just enough time to leap out of the way as Mark Three fired several consecutive bolts at him. The car he'd been standing on exploded, sending him flying with the shock-wave onto the windshield of a minivan.

"NOT THE TIME TO BE CLEVER, SPIDER!" Black Cat shouted, still doing her best to not fall off of the thrashing machine.

Grimacing, Spider-Man tore off the hood of the van and began to dig through the components. _Why didn't I take shop with Flash Thompson when I had the opportunity_? He thought bitterly. _Oh yeah, because at that point he still wanted to fold me into a pretzel and throw me in the garbage dumpster. _He knew more than most about robotics but when it came to cars he was a virtual dunce. He glanced over his shoulder and saw with mild amusement that Black Cat had started pounding on the glass eyes of Mark Three the better to distract it while he searched for something to fight back.

The minivan was modern, that much he could tell from just how well kept its insides were. And, as dense as he was when it came to vehicles, he knew that all modern cars had something in them that thrived on electrical impulse. With a grunt, Spider-Man tore the engine out of the car and saw the back end of a large blackish box that had formerly been connected to the engine.

_And people complain about cars running on computer technology these days, _he thought with a smirk. Behind him, another car exploded as Mark Three wildly blasted the surrounding vehicles, still blinded both by the webbing over its eyes and by Black Cat's endless barrage of its optical points.

"Sometime today, loverboy!" Black Cat called. "As much fun as this is, I think I'm really starting to piss it off."

Taking a deep breath, Spider-Man reached in through the broken windshield and all but wrenched the ignition away from the steering wheel. His hands shaking he blindly fumbled for the cross-wires. He'd never hotwired a car before but knew the basic principle. A whirring sound filled his ears at the same time that Mark Three's shadow fell across him. In spite of the clicks and whirs filling his ears, he didn't dare look overhead as he continued to fumble with the wires. Not even when he heard the familiar hum of the robot preparing another bolt did he allow himself to be distracted.

"SPIDER!" Black Cat all but screamed. With a roar of triumph, Spider-Man felt the car hum to life. He ripped the computer drive out of the van and, with as much strength as he could muster, jammed it upwards, punching it through Mark Three's underbelly just as it began to glow red. Sparks flew, bright and stinging from the puncture where the car's computer was jutting outwards. Mark Three all but tumbled backwards in midair, Black Cat still holding onto it, her eyes wide with surprise. It was then that the web-slinger saw the flaw in his plan and he scrambled to his feet and fired one more web at the thief still astride Mark Three.

He pulled her away from the machine just as it exploded in a ball of fire. The force of the blast sent him staggering and caused Cat to fly farther away from the machine than he'd anticipated. Shrapnel flew everywhere and before Spider-Man could catch Black Cat, he felt the line sever as debris sliced through it. She went sailing over his head and landed with a thud against the frame of the bridge.

Half-limping over the cars that remained in his way, Spider-Man crouched down next to Black Cat's sagging form. Her snow white hair had fallen across her face and as he moved it away he was half-afraid he'd see a trickle of blood, one that would doubtless bring him back to the night when he'd lost Gwen. But her face was clean as far as he could tell, her eyes closed as though asleep. Ignoring the heat from the flames behind him, Spider-Man lifted the bottom of his mask over his nose, and gently laid Black Cat flat on the pavement. She was breathing, albeit it faintly but he had no way of knowing for sure just what kind of state she was in.

Tilting her head upwards, he pressed his mouth against hers, intent on resuscitating her the way he'd been taught in high school. The second his mouth met Cat's, he felt her hand seize him by the back of the head and pull him closer. Something soft and warm and wet darted between his lips and he instantly backed away, pulling his mask back over his face and clearing his throat.

"That has to be the first time I've ever been slipped the tongue during CPR," he said conversationally as Black Cat pushed herself up into a sitting position, smirking.

"Sorry Spider," she said coyly, "it was instinct. You can still do the chest compressions if you want."

"How 'bout we get the hell out of here first?"

"Spoilsport," Black Cat replied, rolling her eyes but allowing him to pull her to his feet. For a moment the two of them simply stood there, staring at the flaming wreckage over the top of the cars that separated them from the remains of Mark Three.

"Not that I want to jinx our chances here," Spider-Man said after a moment's pause, "but that is the last of them right?"

"I think so," Black Cat replied, shivering somewhat. "For now at least."

"Fantastic. Well as long as they give me a couple of days to recuperate I should be able to handle them again."

She eyed him and shook her head, the falling snow mingling with her white hair. "You really have no idea how much danger you're in, do you?"

Spider-Man shrugged. "No, but I'm guessing you do."

"I looked at the plans, remember? I thought you at least would have enough sense to do the same."

"It was a catch-and-release mission," he replied, somewhat stung by the incredulity in Black Cat's voice. "Besides, Doc Octavius wasn't exactly all that revealing when I dropped the hard drive off at his offices after my first date with you."

"You're in serious trouble, Spider," Black Cat said, ignoring the throwaway flirtation. For the first time since meeting her Spider-Man was surprised by the gravity in her voice. There was no underlying desire, no devil-may-care personality, just somebody who seemed to have almost as much weight on her shoulders as he did. He wondered again just who in the world Black Cat was underneath the mask. Her eyes held his as she continued to speak, her arms still crossed protectively around her leather clad body. "These things...they were designed to track the signature of their specified target...I'm sure Doctor Octavius told you all about that."

"Well yeah," Spider-Man replied, "at least he said that's what they were initially designed for."

"They're going after _you_, Spider," Cat said insistently, "because they're being tampered with to follow your signature specifically. Why do you think they barely sneezed at me tonight? Why do you think Mark One didn't bother hunting down any of the civvies at the mall last week?"

Spider-Man shook his head, refusing to believe it no matter how much horrible sense it made. "That's...that's impossible...they'd have to actually have some kind of sample of my DNA..."

"This is OsCorp, Spider," Black Cat said. She shook her head, looking around the bridge as though hoping to find something to help her back up what she was trying to tell him. Sighing heavily, Black Cat looked him dead in the eye and pulled the black mask off of her face. It was such an incongruous part of her costume that the revelation of how overwhelmingly beautiful she was without it was almost an anti-climax. He didn't recognize her, although for some inexplicable reason he felt that he should have.

"My name is Felicia Hardy," she said, "and I used to work at OsCorp as Harry Osborn's personal assistant."

"What?!"

"All that I am now...he made me into...the strength, the speed, the skill...all thanks to his little science experiments...but then again, you'd know all about that wouldn't you? You've seen just what playing around with science did to him."

Spider-Man clenched his jaw angrily, all thoughts of pain forgotten. The memory of the giggling, murderous thing that his former best friend had become burned in his mind like an inferno and it was all he could do to prevent himself for smashing in the window of the nearest vehicle. "Harry's in prison," he said mechanically.

"That doesn't mean he can't still reach out to the world around him," Felicia said. "He's got people, none of them anywhere near as friendly as I am."

"Still doesn't mean he hotwired these things to come after me and me alone. For all I know he could be controlling them with a remote control."

"Look," Felicia said hotly, "I get that you're trying to deny this. I would to if it were me in the same situation. But Spider, use your common sense. These machines are The Rhino or Adrian Toomes or even Electro. All those people had beefs with you after the fact, or because they had direct orders from Harry to curb-stomp you. Any bystanders were nothing but a joke or an added body count. But these robots? They've had enough opportunities to dive bomb Madison Square and they haven't."

"He couldn't have gotten my DNA."

Felicia shook her head. "He still had some leftover, Spider...blood sample, locked in the laboratory. What do you think turned him into that...that monster? His blood type didn't mesh with yours, that's why he went off the deep end. But he didn't use all of it. He still had some lef. That's what he's been using Octavius' robots for. He wants to go after you and you alone." She took a deep breath and added, "As long as you're in this city, Spider, they're going to go after, costume or no costume. I don't know who the hell is under that mask and I really could care less, but he's in just as much danger as you are...and so is everyone around him."

Peter stared at her, his mind as numb as his leg. He didn't want to believe, couldn't let himself believe her but there was no denying the awful truth to her words. He wanted to destroy everything in sight at the unfairness of it all, to scream and cry and rage against the heavens for once more belting him upside the head when all he wanted to do was keep people safe. He thought of Eddie Brock and Aunt May, of Betty Brant and everybody at the Bugle...all of them, like Gwen, dead because of his heroics. And MJ...he could still feel the kiss she'd left him with tingling on his lips...Unbidden into his mind came images of her falling the same Gwen had, of her eyes, her beautiful sea-storm eyes staring at him with that same accusation that he saw in his nightmares.

He wouldn't let it happen again, not to MJ or anybody else.

"What should I do?" He said, his voice so pathetic and quiet that Felicia put a comforting hand on his shoulder.

"Leave," she said, her voice shaking. One look into her cat-like eyes showed Peter that she hated herself for even making the suggestion but even he knew that there was truth in her words. "Thee things aren't going to last forever...Octavius isn't that strong-willed. He'll crack. OsCorp might be lucky to get two more robots out of him before he caves. And before that happens...well I've already stolen his research once before. It's not like I can't do it again." She smiled at him, her eyes suddenly very bright.

"So basically I'm really a danger to the city after all." The very notion that there was now credence to J. Jonah Jameson's smear campaign was almost enough to make Peter laugh.

Felicia shook her head. "Make sure you survive," she said, putting her mask back on. "I'll try and hold down the fort in the meanwhile. I mean, obviously I can't do everything as good as you-"

"Just because we've got a different way of doing things doesn't mean you're any less helpful than I am."

Felicia shrugged but smiled on the same. "Take care of yourself Spider...and promise me you'll come back in one piece."

"I promise," Peter said, although inwardly he felt his desire to keep going wane. Felicia gave him another smile and a nod and then turned, leaping across the stalled cars and into the night, disappearing into the flurry of snow ahead, and leaving Peter standing alone on the dark bridge, completely and utterly alone.


	14. Safe Places

The snow seemed to hit Peter harder as he swung, half-blinded by Black Cat's revelation, through the streets of New York City. He barely felt the dull pain still shooting down his leg, firing webs at random, feeling almost disoriented by what it was that he had to do. All around him the flakes continued to fall, fast and heavy, melting within seconds of clinging to the eyes of his mask. Part of him wanted to find a way around Black Cat's logic, to try and convince himself that there was some other way. It was a losing battle, however. At that point, three of Doctor Octavius' robots had attacked him. He'd encountered them enough to realize that they'd honed in on him and him alone every time. Not only was he putting his loved ones in danger, but staying in New York would only serve to put the city in even more peril, and he wasn't going to be responsible for more senseless damage and death on the Big Apple's soil.

_I won't let myself be the reason that people get hurt anymore_, he thought with grim determination as he swung first to the building near the Bugle where'd he'd changed earlier that day. Swinging past _Below Decks_, Peter felt a painful stab of regret. It seemed completely surreal to him that his entire day had gone into a tailspin since he'd gone to meet MJ. He had half a mind to throw his civilian clothes over his costume and dip into the restaurant, at the very least just to see her one last time and offer some lame explanation as to why he had to leave. _No, _he told himself as he rushed by the building in a blur, _I can't give her the chance to try and change my mind. _As much as the thought of never seeing Mary Jane again killed him, he didn't trust his resolve to hold should he so much as get a glimpse of her before he left.

_But where? Just how far away is safe enough?_ He had no idea just how Doctor Octavius' robots tracked him. It seemed almost unbelievable that even Felicia had seen more than he had in terms of the capabilities of the machines. If only he'd thought to actually look at the contents of the hard drive before handing off to Octavius, then he could have had a better handle on what it was that the robots could actually do. _Yeah, and then what? _He thought savagely as he wrenched his backpack out from under the radiator he'd stored it under. _The second you saw what those damn things could have done you'd have jumped ship...and then you never would've met MJ._ Hastily threw his civilian clothes over his costume, stuffing his mask into his backpack and leaping onto the wall of the alley. Somehow not meeting Mary Jane would have made the whole notion of his leaving easier.

_You're an idiot, _he thought, standing upright on the pavement and heading off into the continuing downpour of snow, _You know what you're problem is, Parker? You keep thinking that there's room for other people in Spider-Man's life, and there's never going to be. Look at Felicia. As far as you know, she's all by her little lonesome and she seems to be doing just fine. _Part of him, a part that he tried to fight against as hard as possible, toyed with the notion of seeking Felicia out once more and asking her to come with him. The idea of being completely isolated while facing whatever it was that OsCorp had left to throw at him was too much to bear. At least she could hold her own against the machines. Somehow, he knew she wouldn't come along even if he begged her. _There's too much in the city for her, _he realized, kicking up snow as he rapidly turned onto the block that housed his and Eddie's apartment, hands tucked into his pockets against the cold. _Cat...Felicia...whoever she is...she's too wild to be caged...Besides, for all I know, she's still got the hots for Harry. _Which, he realized, was probably the reason she'd been trying so hard to get under his skin. She was lonely, far lonelier than he was.

The apartment was silent as Peter marched towards the elevator. At nearly eleven at night in the middle of the week, most of the occupants were either asleep or working the graveyard shift. As Peter walked down the hallway that led to his and Eddie's suite, his eyes moved from door to door, from one end of the dark burgundy carpet to the other, taking it all in one last time. When he'd first moved in, he'd been surprised by how mellow the whole apartment was. From the outside, he'd suspected it to be one of the old style buildings built in the seventies; all hardwood floors and floral wallpaper. After nearly a year of living there, he'd gotten so used to it that he'd taken the place for granted.

His hand trembled as he unlocked the door and slid into the darkness of the suite he'd shared with his best friend for the last several months. _I don't want to go, _he realized as he crept as quietly through the living room towards his bedroom. _God, I don't want to do this. _Every piece of furniture, every unused video game suddenly held immense meaning to him. All the nights he and Eddie had stayed up trying to outdo each other playing _Call of Duty_, or watching stupid movies or just staying up talking came flooding back to him as he fumbled with the knob of his bedroom door. He glanced to his right at Eddie's room, fearful that the other man would be awake and almost wanting him to be.

_Get up, _Peter thought, even as he carefully, quietly pushed the door open, _get up and stop me. Make me stay._ But the door to Eddie's room didn't even open. Peter didn't even know if he was actually even home. It may have been the middle of the week, but he knew what Eddie's rituals were when he'd had a difficult day at work. Remembering how coldly he'd brushed his friend off earlier that day at the Bugle only served to tighten the vice-like feeling in Peter's chest. He didn't want to leave things sour with Eddie. It wasn't his fault that he'd written the article about MJ. He had only been doing his job.

In an almost dazed state, Peter moved through the room that he had called his own since leaving Aunt May's. Small as it was, it was still _his _room, his own little sanctuary. Even all the nightmares he'd had here weren't enough to make him dislike it. Keeping his mind as focused as possible, he rummaged through his things, only taking the clothes and items that he needed out of necessity. Pulling open his underwear drawer, he shifted through until he find several spare web cartridges, which he stowed in his already bulging backpack. The entire search had taken less than ten minutes, and in all that time Peter hadn't so much as hard a grunting snore from Eddie's bedroom. He almost laughed, thinking of how loudly Eddie could breathe when he was asleep. Any other time, the noise would have bothered Peter but now that he was leaving all he could think was how used to it he had gotten, how strange it would seem to wake up...wherever in the hell he ended up without the presence of his best friend.

_Take it all,_ he thought bitterly as he quietly closed his bedroom door behind him for the last time and walked to the kitchen, _just take all of Peter Parker's life away, Spider-Man. It's not like he had a lot going for him in the first place. _Only now, as he prepared to leave everything behind, Peter knew how much he had been deluding himself in thinking that, how ignorant to all the wonderful things in his life that he'd kept himself since losing Gwen. _You wanted the end of the world, Parker? Well congratulations, you've got it._

He couldn't leave Eddie completely high and dry. Eddie meant too much to him for that kind of departure. For nearly five minutes, Peter paced in front of the kitchen table, keeping his senses alert for any signs of Eddie's approach or presence in the apartment, still hoping that his friend would show up. They would have it out then, have some fantastic fight that would result in Peter spilling his guts, telling Eddie everything: about Spider-Man and Gwen and the machines that Doctor Octavius had built. It would be such an easy escape, and Eddie would tell him that he was being stupid, maybe even sock him in the jaw just to knock some sense into him.

Not even so much as a spider crawled across the floor of the kitchen. Using the notepad that he and Eddie kept near the phone for messages, Peter scrawled a message to his friend, forcing himself to remain stoic throughout. It took several tries before he got the wording right. At first the message felt too long, too heartfelt, and so he tried again. His second attempt seemed to too brisk and to the point. At last, he settled on something simple, something that he hoped would take the sting out of his departure.

_Eddie-I'd love to be able to tell you why I'm leaving. Chalk it up to all the crap about me that you find annoying. My banking information's on the back of this note. I hope whatever money's in there helps you with the rest of the rent. I'm so sorry for this. Just know that I'm doing this for everyone's good._

_- Peter._

He left his bank card on the table for Eddie to find whenever he got in or woke up. It didn't matter where he went. Peter knew that if Octavius' robots were going to follow that he'd have nearly no time for a job. In any event, it was only fair to do. The rent per month was too much for one person to handle, even if Eddie had had a decent amount in his savings. Not bearing to linger any longer than he absolutely had to, Peter left the suite that had been his home, his piece of stability for so long, locked the door behind him and shoved the key under the frame.

It was still snowing when he stepped out onto the street. He still had one last stop he wanted to make before he set out, one that would be even more agonizing than having gone to Eddie's apartment. Ducking into an alley as quickly as he could, Peter stripped off his outer layers and made another web bundle to contain them. His backpack was nearly full to bursting from the things he'd stowed away in it to fit his street clothes. Then, making sure to keep his grip on his webbing as secure as possible, he swung through the snow once more. He wanted to look back, to turn around and see the familiar apartment building just one last time. Somewhere in the back of his mind Peter knew that it would most likely do his resolve in, so he kept his gaze steadfastly forward as he swung back in the direction he had come, the bright lights of the streetlamps, buildings and Christmas lights turning into a blur around him.

He swung on the underside of the Queensboro Bridge, over the spot where Mark Three had fallen through the ice. He half expected to see Black Cat still lurking around the area, perhaps double checking that the robots really were gone and gone for good but not even the police were on the scene. The bridge was still closed down and Peter knew that it would be until morning. The strange silence seemed to deafen him as he made his way towards Queens. New York City was always so alive, even when the weather turned the way it had that day. Everything was muffled as though death itself had set a mantle over the city.

Once he was among the smaller skyline of Queens, the silence seemed even more noticeable. Not even a stray alley cat had its nose poked out from behind the garbage bins as Peter came to land in front of Aunt May's house. The windows were dark. Aunt May was obviously asleep, it being after midnight. Glancing around to make sure that nobody was watching, Peter crept to the side of the house and began to crawl up the slipper surface of the outside wall to his bedroom window. Before he could stop himself, he glanced over his shoulder. Through the swirling snow, he saw the red glow of MJ's bedroom window, and frowned, wondering why in the world she was still awake at such a late hour on a weeknight. He'd left her by the Gershwin hours ago, giving her more than enough time to return home and go to sleep.

She was so close...too close. For a moment, Peter felt his willpower melt like ice. All he had to do was leap across the space that separated Aunt May's house from Anna Watson's and he would be outside MJ's window, close enough to let her see his face, to talk to her, tell her everything, to touch her just for affirmation that he'd actually been able to have her in his life albeit briefly.

He shook his head, and pushed the window to his bedroom open as quietly as he could. Taking care not to make too much noise, he dropped to the floor in a crouch, shutting the window behind him. The snow falling beyond the fogged up glass was so thick that he knew that even if somebody had been watching, they would have had an incredibly difficult time seeing him.

Just as he had in Eddie's apartment, he looked around the dark, almost empty space of his old bedroom. Memories came flooding back to him, memories that were far more painful to face than the one's that had come upon him back at his old apartment. So much had changed for him in this room. He'd grown up here, become who he was now here...been with the last person, at least before MJ, who had made the ache that now overwhelmed him dissipate for a while. As he padded gently across the room, Peter realized suddenly that he'd left his shoe box of memories back at Eddie's apartment. The vice around his chest tightened all the more, paining him to the point of a breakdown but he quickly shook it off.

_Get used to it, _he told himself firmly as he walked quietly to the door to the hallway, _you're going to have to lose a lot more than some old photos. _They were just memories, memories of a time that did nothing to help him. What good were pictures of Uncle Ben and Gwen Stacy if he lost everybody else in his life, if he had to remember them instead of be with them? He wouldn't let himself be the reason that they got hurt, no matter how much it hurt him to leave them.

The hallway, like his bedroom, was dark and silent. Peter frowned, looking over his shoulder at the stairs to the front hallway. The dim glow of the Christmas tree was visible just beyond the mouth of the staircase and for a second he thought of going downstairs to sit and just look at the gentle lights one last time before leaving. Just as this thought entered his mind, his spider-senses thrummed dully, alert but not in the way of danger. Somebody was standing in the hallway behind him, somebody who was looking directly at him. Peter turned...and felt his heart clench painfully in his chest.

Aunt May stood just outside her bedroom door, a light blue housecoat drawn securely around her. Her hair was loose and disheveled. Evidently she'd just woken up. Her expression wasn't one of anger, which relieved Peter somewhat. For a moment he forget himself and the fact that he wasn't Peter Parker, but Spider-Man. He took a step forward and then stopped, reminding himself that to Aunt May all he was was an intruder. Yet she didn't look even remotely afraid or angry as she walked calmly towards him, stopping just short of being within arm's reach.

"What are you doing here?" She said, her tone of voice one that Peter had heard all too often when he'd come back late and then refused to say why.

"I just-there was something I...I need to tell you something on behalf of your nephew."

Aunt May cocked her head to the side. "You mean from Peter?" She said in confusion. "I didn't think the two of you were actually corresponding."

"Yeah well...he takes my pictures so we've gone out for coffee a couple of times." It was such a lame excuse and the situation was so surreal. Peter hadn't wanted or even expected to be caught and wildly wished that he hadn't even stopped at his aunt's home before leaving the city for good.

Aunt May arched an eyebrow. Her eyes traveled from the lenses of Peter's mask down to his injured leg, and widened with worry. She took another step forward, so close that Peter forced himself to back away, not wanting to allow himself the opportunity for comfort that would cripple his resolve. "You're hurt," Aunt May said with the same motherly concern that she'd always shown Peter.

"It's nothing," he fibbed, although in all honesty his leg hadn't bothered him in the slightest during his swing over from Eddie's apartment. Once more Aunt May met his eye with a familiar expression, this time the disbelieving kind that Peter had gotten all too used to seeing during the time when he'd been hunting for Uncle Ben's killer. It was as if he wasn't even wearing the costume, as if Aunt May was simply talking to Peter Parker and not Spider-Man.

"You said you had a message from Peter," Aunt May said, crossing her arms over her chest. "What is it? Has something happened to him? Is he in trouble?"

"He's not in trouble," Peter said, feeling sick to his stomach at the fact that he had to continue lying to her like this. "But he's not going to be in the city anymore."

"He's leaving?" Aunt May looked stricken and it was all Peter could do to stop himself from reaching out and pulling her in for a hug. "Why?"

"I can't tell you that," Peter replied, "but it's for your own good...for everybody's own good."

"Are _you_ making him leave?" The accusation in Aunt May's voice hit Peter like a slap to the face. Once more he found himself hating Spider-Man and the general trajectory his life had taken since the day he'd been bitten by the spider in OsCorp's laboratory.

"Something is making him leave. He's...there's just somebody out there looking to hurt him and if he sticks around then you're going to get hurt too."

"So he is in trouble then?"

"Yes, but it's not...Mrs. Parker, you don't understand...I'm trying to help, you and Peter. I don't want to see either of you get hurt, so just please trust me when I say that he's got a perfectly good reason for having to leave."

Aunt May's eye's flashed passionately and she drew herself up to her feel height, meeting Spider-Man's gaze unflinchingly. "He's _my_ boy," she said determinedly, "and I have a right to know why in the hell you have to be the one telling me all this and not him."

"Because!" Peter said insistently, even though he didn't know just what to say. He cast around wildly for something, anything that he could tell Aunt May that wouldn't give her cause to worry for him more than she already was. "You wouldn't understand," he finally said, "there's something out there that's after him and-"

"Wouldn't understand?" Aunt May said indignantly. "I don't know exactly how close you are to Peter, or how important he is to you, but let's get one thing perfectly clear: I have raised that boy since he was six years old. I've known him through so many losses, so many awful, awful losses..." Her voice shook and Peter felt the knife in his guts twist. She was talking about Uncle Ben and Gwen. "Peter is the smartest person I have ever known," Aunt May went on after regaining her composure, "not to mention one of the bravest. He has more to lose now than he ever has before so if anybody has a right to know just what in the hell is going on, it's me!" She glowered at him, her eyes blazing and bright with unshed tears.

Peter felt oddly helpless against her, as though the greatest threat of his life had cornered him at last. Aunt May wouldn't back down because that was the kind of remarkable woman that she was. He could stand in the hallway and talk her around until morning came and they were both blue in the face but still she wouldn't budge. Peter didn't think she would even cry simply because she refused to show weakness in the face of adversity, even if said adversity wore skintight red and blue spandex. But he had to make her see, make her understand just what it was that was going on around her, of how much danger he could put her in.

Peter felt as if he were experiencing an intense period of sleep walking. The air in the small upstairs hallway seemed to become dense and heavy as he slipped his fingers under his mask. He tried to look Aunt May in the eyes, tried to keep his strength up but he couldn't. It would kill her, that much he knew, but at the very least it would serve to help her see things his way. All the secrets he had kept would finally make sense to her and at the very least she would finally see that he was right, that leaving would be the best thing for the both of them.

His mask suddenly seemed to weigh a ton as he peeled it off of his face and gripped it in his hand. For a moment he simply stared at the dark floor beneath him, feeling his heart beating to the bursting point. His face grew hot and his eyes began to sting as the full gravity of what he had just done hit him like a freight train. At last, at long last he looked up and into Aunt May's kind, understanding eyes. She didn't look angry. She didn't even look surprised. As ever, her entire face seemed to be comprised of that resilient concern, that steadfast understanding that had seen them both through so many losses and secrets. Before Peter could stop them the tears were falling down his face like the snow outside the window. His knees shook. Suddenly he was a frightened six year old again, needing comfort because the monster under the bed had scared him out of a peaceful sleep. He bowed his head, sobs breaking through his breathing. Hot tears prickled his skin and immediately Aunt May stepped forward, stood on the tips of her toes and wrapped her arms around him, holding him in an embrace that was stronger than titanium in spite of her frail frame. She stroked his hair, and spoke quietly to him, comfortingly, taking him back to those simpler times when all he really had had to fear was the boogeyman and a scraped knee. At first Peter's maelstrom of emotions drowned out everything but the sound of his own crying. Then, as he began to calm down ever so slightly he finally was able to make out just what it was that Aunt May was whispering softly to him as she held him.

"It's alright Peter...it's alright...I know...I've always known..."

He looked at her then, breaking free of her embrace to stare at her in shock. Aunt May met his gaze unflinchingly, an understanding, almost wistful smile on her face as she watched his tears fall. Peter shook his head, not comprehending what she'd whispered at first.

"How?" He said in a choked whisper. "How can you have known?"

"You're my boy, remember?" Aunt May said as if it were the most obvious thing in the world. "How could I have not known?"

"But...but all those times that-"

"Peter, would you honestly have kept this up if you'd known that I knew all about it? Even right now you're planning on doing something incredibly foolish because you think I'm in danger."

"But you are!" He shook his head, wiping his eyes with the back of his hands, still not sure what to make of his aunt's revelation. "How long have you even known?"

"Since Doctor Connors," Aunt May replied. "At first...at first I just thought you were acting out after Uncle Ben's passing...but then, the more I thought of it, the more I realized how it all fit together. Spider-Man didn't exist until you started disappearing every night. And then, on the night when Doctor Connors was attacking the city I was sitting here, at home, watching the news and I saw you...I saw my boy, and I thought to myself, 'that's Peter...it has to be Peter because only Peter would do something so recklessly dangerous and completely, selflessly brave.'" She chuckled and added, "Besides, you weren't all that good at hiding it after a while, especially not when your laundry kept coming out with red and blue water stains." She smiled warmly at him, her eyes still shining. "Before we go any further," she said, "why don't we go downstairs, alright? Give you a chance to get off of your feet."

He was so used to complying with her that he didn't even think twice about disagreeing. Together, Peter and Aunt May walked down the staircase and by the twinkling Christmas tree. She'd drawn the blinds in front of the windows but Peter could still see the shadows of the fat, feathery snowflakes as they continued to fall outside. Aunt May all but pushed him into the very same chair at the dining table that he'd sat in during his last visit. Automatically, he laid his hand on the table, smiling softly when she reached at a gave it a reassuring squeeze. He'd calmed down somewhat, too stunned by the fact that his secret identity wasn't secret to the one constant in his life.

"Now," Aunt May said, "what's all this about you having to leave?"

Peter took a deep breath and looked plaintively at his aunt. "There's...these machines...they were supposed to be used for good but...the wrong people got a hold of them and now they're after me...and me alone."

Aunt May frowned. "After you? How are they after you?"

"They follow my signature, Aunt May," Peter explained with a defeated sigh. "These people...my enemies...they had a sample of my blood. The robots will follow it, regardless of where I go or who I am. Anybody around me is in danger. It almost got a lot of people hurt at the mall last week."

"And you're planning on running away to make it better? To keep everybody safe, right?"

Peter nodded and forced himself to smile. "Guess I didn't count on getting caught before I left though. I already left Eddie a note. I just came by here to...I don't even know. I just wanted to see you...to see this place before I left."

Aunt May shook her head and stared at the blind covered window for a moment. "Where would you go?"

"I hadn't quite got there yet," Peter admitted quietly. "I figured as long as I was away then you would be safe...not just you, but Eddie and...and MJ."

Aunt May caught his eye. In that remarkable way of hers, she seemed to understand just what it was that Peter meant by that. Somehow he knew that it had absolutely nothing to do with her and Anna Watson gossiping over Scrabble. "Well," she said softly, "if it's what you think is best then...who am I to stop you?"

"You're my girl," Peter replied with a smile. "I'd say you've got a right to tell me what's what."

"Do you actually want me to tell you what I think?"

Peter nodded, realizing then just how much he did.

Aunt May sighed again. "You know I don't want you to go, Peter. I want you to stay here, to be within walking, or I guess swinging distance. I can't afford to lose anybody else just as much as you can't, and it's something I've had to brace myself for ever since I realized exactly who you were and what it is that you let yourself do." Once again her eyes flicked to his injured leg and Peter shifted guiltily in his seat, realizing just how much he had inadvertently put his aunt through over the years. "Not only do I not want you to go for selfish reasons but...I don't think it would help in the end."

Peter frowned and cocked his head to the side. "Why would you say that?"

"Say you do leave," Aunt May went on, "and that you do get the best of these machines. I know you will, no matter how long it takes but Peter, the second you do, what's going to stop you from convincing yourself to remain alone? You could take down every terrorist organization in the world and somehow I think you'd still figure that being alone would be better. You would tell yourself that it's better that way because, like with this situation, you'd be keeping me and everybody else safe. But that's not true. You know that's not true. I told you once that you're only ever along if you refuse to let people in. I've been in on this whole Spider-Man thing and you didn't even know it. You can keep me and this whole damn city safe by not being here but I know for a fact that it'll kill you, Peter. And I don't want to see that happen."

Her voice shook. This time it was Peter's turn to reach a comforting hand out, even as he offered one last point of protest. "They can find me anywhere...anytime."

"Then I guess you'll just have to keep your distance from Queens for a while," Aunt May replied with a grin. "This is a rather large city, Peter. And you've kept a lot of people safe, even if you haven't been able to save everybody."

"There's just so much to lose..."

"That's life, sweetheart. There's always something to lose because there's always something to gain." Her eyes flickered in the direction of the Watson's house and Peter know instantly just who it was that she was referring to. He wanted to fight, to keep protesting, to carry out his original plan to flee the city but it was a losing battle. He realized then just how foolhardy he had been in assuming that the only way to keep those he loved safe was to abandon them entirely. And there was truth in Aunt May's words. Peter could picture himself living as a hermit or wondering superhero vagabond, never looking back at New York City, finding every excuse in the world to stay away simply because he could justify it with the fact that he was trying to keep people safe. It wasn't in his nature to be solitary. Hell, he hadn't even been able to stay away from Gwen longer than two weeks after her father had died.

"I'm sorry," he said to Aunt May.

"What in the world for?"

"I guess...I guess just everything...lying to you all the time...coming here and freaking you out with all of this."

Aunt May chuckled softly and gave his hand another reassuring grip. "It wasn't like I couldn't see through the lies, Peter," she said with an amused smile. "They were honestly kind of funny sometimes. As for coming here and your harebrained scheme...well...I think our little talk helped, don't you?"

Peter nodded and then stifled a yawn. Like a tidal wave he suddenly the full weight of exhaustion wash over him. He'd been up since that morning and through the ringer since then, physically and emotionally. The pain in his leg returned full force and he almost winced at the stinging feeling of it.

"Get some sleep, honey," Aunt May said, giving his hand a pat. "And...well, thank you."

Peter frowned. "For what?"

"For finally being able to tell me yourself. I would have waited until my last breath to keep your secret for you but now...well, maybe now you'll let me at least text you when you're out and about swinging around the city."

Peter chuckled and got to his feet, pulling Aunt May into a tight hug. They walked back up the stairs together. Peter said goodnight to her a her bedroom door and then all but fell into the bathroom. Somehow, he managed to turn on the shower and strip off his costume. The hot water seemed to wash away everything that had accumulated not only on him but within him since his fight with the machines by the bridge. Even though he knew full well that remaining in the city would still be dangerous, he also knew that he would never be able to bring himself to leave, not after all that he'd managed to rebuild since losing Gwen.

He stood at his bedroom window after changing into a pair of sweatpants that he had packed in his bag. Through the snow he could see the red glow from Mary Jane's window. He stood there, watching it without really knowing why, comforted by the fact that she was so near, and that he wouldn't have to leave her after all. As if on cue, he heard his cell phone vibrate from the depths of his backpack. With indecent haste, Peter tore through the hastily packed contents and extracted his phone. Grinning, he opened the message from MJ.

_I see your light on. Are you actually home?_

_Yes,_ he replied. He waited for only a few seconds before she responded.

_My Aunt's out at a work Christmas party. Want to come over for a bit?_

Peter felt his face turn as red as Christmas bauble but he did not hesitate to send an affirmative reply.

_Give me like five minutes to tidy up_, MJ said in response. It was ridiculous, not to mention somewhat indecent but in the relief of not having to leave New York City he wanted to see her and see her as soon as possible. Not even bothering to put a shirt on he opened the bedroom window and leaped lithely to the snow-crusted ground below, the flakes melting the second they touched his skin. Without missing a beat he all but sprinted across the space that separated Aunt May's house from the Watson's, leaping over the wooden fence like a track and field hurdle. Abandoning caution, he jumped onto the side of MJ's house and climbed up, hoisting himself onto the window ledge and knocking on the glass.

He heard a yelp of surprise from within. A moment later, the red curtains parted and MJ appeared on the opposite side of the window, her eyes wide with surprise as she took in the sight of Peter perched on her window sill. She'd pulled her hair back into a comfortable ponytail and was wearing a simple blue t-shirt that, like everything she wore, managed to define the smooth curves of her body. In spite of her shock, she smiled warmly when she saw Peter and slid the window open for him.

"I take it going through the front door is too mainstream?" She said, standing back to allow him to crawl in through the window.

Peter shrugged. "I guess I don't have the finer points of romance worked out. I thought girls liked it when boys broke in through their bedroom window."

"You do realize that my window is like ten feet off the ground, right?"

"I, uh...was also on the gymnastics team in high school?"

"Wow, you sure are full of secrets and surprises, Tiger," MJ replied with a smirk, closing the window behind him. Her bedroom was bigger than the one he had back at his and Eddie's apartment, yet somehow seemed to be packed to the brim with personal effects and touches that made it seem smaller than it actually was. A headboard with multiple cubbies rose over a bed that was set with mis-matched pillows and what appeared to be a handmade quilt. Knick-knacks of all description were tucked into the spaces on the headboard. Posters and cut out magazine pages bedecked the walls. Over a computer desk tucked comfortable in one corner Peter noticed a small cork board filled to the brim with newspaper clippings. As he looked closer at it, he saw with a slight feeling of egotism that they were all pictures from the Bugle that he had taken of Spider-Man.

"You really do have a collage for the web-head," he said with a chuckle.

MJ shrugged, plopping herself comfortably onto the edge of her bed and giving him an innocent smile. "I told you there were people who gave a damn about him."

"Yeah...tell me about it."

Mary Jane cocked her head to the side and said, "What do you mean by that, Tiger?"

"Nothing...just been an interesting night."

"I'll say it has," MJ replied with a weary sigh. "First I get roped into staying later than I should have, then I almost get picked up by three steakheads only to get swooped off of my feet by the very same spandexed hero who makes up that little project." She nodded at the cork board and shook her head in disbelief.

Peter forced himself to look surprised as he sat on a comfortable bean bag chair near MJ's closet. "You mean Spider-Man?"

"I don't have any pictures of Marky Mark on my cork board anymore, Tiger," MJ said with a grin. "Yeah...he was...he was pretty damn amazing." She met his eyes with a significant look and added, "Took me for a swing around the city, in this crappy weather even...and then dropped me off on Broadway...it was like he knew me or something...like...actually _knew_ me."

Peter cleared his throat and said, "Well I...may have mentioned something in passing..."

MJ arched an eyebrow. "Oh? Did he come visit you when you were in the hospital?"

"Something like that."

Mary Jane shook her head but let it drop. "What are you doing over here so late?" She asked. "I mean, it's great for Aunt May and everything but...well, it's not exactly fair conditions for traveling."

Peter leaned back in the plushy chair, surprised by just how comfortable it was. "I just needed some good advice," he said, closing his eyes and tilting his head back. "Nobody better to go to than Aunt May and...well, she definitely gave me some." He smiled to himself, still feeling slightly drunk on the fact that he didn't have to hide anything from his aunt anymore. In the pragmatic part of his mind he knew that morning light would bring the full reality of the situation to him, but at the moment he was perfectly content to just enjoy the feeling of not having to hide anymore.

He heard Mary Jane push herself off of her bed and the next second felt her hand close around his. Opening his eyes, Peter was suddenly very aware of the fact that he was half-naked and alone in her bedroom with her. His face turned slightly pink at the fact and he felt himself switch into a hyper-alert state, wildly wondering whether or not to do the right thing and just leave, even as she pulled him up off the bean bang and led him towards the quilt covered bed.

"Uh...MJ?" He said uncertainly, feeling both elated and incredibly, hideously wrong.

She only laughed and shook her head, throwing the quilt aside and patting the mattress invitingly. "Come on," she said levelly, "you look dead on your feet and there's not a chance in hell I'm letting you climb up the side of a house again, not matter how many leotards you wore in high school."

"I didn't wear leotards," Peter mumbled, feeling like an awkward teenager all over again. Mary Jane flicked off the lamp that had been basking her room in gentle light. The shadows of the thick snow outside danced across her gauzy red curtains. "Shouldn't...I mean, I can just sleep on the bean bag chair..."

"Don't be so skittish, Tiger," MJ said with a soft laugh, gently pushing him into the bed. The mattress was softer than anything Peter had ever slept on. The quilt was surprisingly thick and as he turned his head to follow her as she crossed to the opposite side of the bed, he breathed in a scent that was sheer Mary Jane Watson. "I'm kind of not in the mood for being alone tonight. Besides, as much my aunt would kill me for this, your aunt would kill me and make me into chili if she found out that I made you climb up the side of her house."

"Is, uh, it very likely that your aunt will see this?"

MJ laughed darkly. "As long as there are cocktails and young men to flirt with, Aunt Anna won't be leaving her Christmas party until the buses start running at regular intervals again." She crawled under the quilt next to him and Peter felt as if he would spontaneously combust if his body got any hotter. MJ smiled reassuringly at him and whispered, "I mean...if you really don't want too then-"

"It's...it's fine," Peter mumbled. "I guess it's just...I feel like I should be doing the chivalrous thing here..."

MJ chuckled. "I feel perfectly safe with you. Besides, in the unlikely event that you do get fresh-not that I'd complain-I've got my taser on hand."

"Right...two times in one night would be going for a record though, wouldn't it?"

"How did you know I'd used my taser once already tonight?"

_Smooth move, Parker, _Peter thought with a wince. Keeping his eyes fixed on the dark ceiling he said, "Well, you said you almost got picked up on by three steakheads before Spider-Man came along...I guess I just figured that you introduced one of those dickheads to your taser..."

"Yeah," MJ said with a soft laugh, "but Tiger, I didn't tell you about my taser...not even Betty knows that I've got one."

For the sake of avoiding digging himself an even deeper hole, Peter closed his eyes and pretended to be asleep. Several moments afterwards, he really did drift off, conscious even in his dream state of the soft, warm body beside him.


	15. Doc Ock

_Break your back. Do what they say. One day, they'll get what's coming to them. You'll show them one day. All of them. _The mantra had been one that Otto had forced himself to repeat ever since the night that Harry Osborn's yes-man had cornered him in his apartment. It was all that got him through the endless hours of laboring over the machines and computers in his laboratory. In days past, he would have enjoyed the seemingly tedious tasks of entering endless lines of code and tinkering with the bits and pieces of the machines that had once belonged to him. Concentrating on harnessing and manipulating technology had always been something of a form of therapy for Otto. Now, all it was was slave labor.

_They'll all see, _Otto told himself over and over again. It had become something of a new dream of his to show OsCorp just how wrong it was to have tried to subjugate him. Even as he returned to his laboratory on the NYU campus for the umpteenth time in a week, he continued to tell himself that when the time was right, he would emerge victorious.

The police would understand when he turned in Harry Osborn's shadowy crony. Otto would explain to them that he'd been forced into helping OsCorp, threatened into continuing construction on the spider-slayers. The law enforcement couldn't be angry with him in any case. All three of the spider-slayers that had been set loose since he'd come to the city had only been hunting Spider-Man. With the exception of Peter Parker, nobody had been hurt. Not even on the Queensboro Bridge. Otto considered it a mercy and a blessing that, at a very least, his machines had yet to claim innocent lives.

All thanks to Spider-Man.

As he walked hurriedly through the foyer of his office building, Otto barely glanced at the one lone security officer who remained at the late hours of the night. All of the staff had been careful to give him a wide berth since he'd been coerced by OsCorp into tinkering with his research. Otto hardly blamed them. At first, it had hurt somewhat that those few people he considered himself close to had done their best to keep their distance. Now, however, all he wanted was to be left alone.

It seemed to him ages since he'd let his entire team go. The memory of their shocked, confused and, in some cases, hurt faces was all but a blur to him now. Not even the continued inquiries of Spencer Smythe did anything to break through the bitter isolation that Otto had forced around himself.

It was for the better that as little people as possible knew what it was that he was up to. He'd labored for days and days over the construction of Mark Two and Mark Three. And now they were both destroyed, just like his prototype. As he took the elevator to the laboratory, Otto ground his teeth together, hands tucked into the pockets of his long, dark green overcoat. Deploying the robots had been done at great personal risk to himself. He'd left the campus only hours ago, doing his best to figure out just where in the city to unleash the second wave of spider-slayers. Having no clear idea just where Spider-Man preferred to swing, he'd settled on the bridge.

Adrenaline still coursed through his veins at the mere thought of how precarious the situation had been for him, hiding under the Queensboro, using remote control to summon the machines to his location. And now, after less than an hour of being active, they were nothing more than scrap metal.

_He'll pay too_, Otto thought savagely as he threw on the lights of the lab, _just as much as the rest of them. _Somehow, Spider-Man had become synonymous with OsCorp in Otto's mind. The city's defender had bested his precious creations thrice now, and even though Otto knew that it was completely unfair to place fault with the very kind of hero he'd invented his machines to assist, it couldn't be helped. Not anymore. Gone were the days of rationality for him. All that was left behind was the consuming resentment and anger. Osborn had no idea just how much of Otto's life had been devoted, and even taken away, by his machines. What did Spider-Man know of the toil and sacrifice that came with having your entire being devoted to a dream that was cruelly snatched away?

_They're all ignorant_, Otto told himself as he activated the computer systems of the lab, grimacing at the loud hum of the machines as the whirred to life. He cast a sideways glance at the vestibules that had only recently contained Mark Two and Three. The space behind the glass was empty now, pathetically void of the mechanical wonder that had once been contained within. Anger licked the pit of his stomach like dragon's breath and lashed the back of his hand at the pencil holder on his desk. It was puerile, immature and completely pointless but at the moment, it was the very least he could do. Once more he thought of the years of work, the endless, drudgery of having to sink to levels too good for him. The rage replicated, mutated inside of him until he was shaking with rage.

_You'll show them one day. All of them. _He thought once more, gripping the edge of the desk that he'd only just come to appreciate as his own. With what little rationality he had left, he forced himself to regain some semblance of calm. It wouldn't do any good getting mad at his laboratory furniture.

_It's science, _he forced himself to think, _and what do you do when an experiment fails?_

Start again. That was all he could do. Mark Two and Mark Three had met their ends less than two hours before he'd left for the campus. Not even OsCorp would be capable of receiving word of that in such a short space of time. He still had the advantage. All he needed was one last component, and he would show Harry Osborn and every single last one of his henchmen just how wrong they had been in attempting to bring Otto Octavius to heel.

He would sort out Spider-Man, and his inexplicable sense of betrayal towards the wall-crawler, afterwards. With an odd sense of returned lucidity, Otto strode around the familiar confines of his laboratory, deleting all the old schematics and hastily thrown together testing notes for his felled spider-slayers. Mark Two and Mark Three had been small, but sophisticated. The flight capabilities had been based on one of the many mock-ups he had made over the years. Spider-Man had been able to overcome them by exploiting a weakness that Otto still for the life of him could not work out of the overall machine.

There was one last prototype that he had yet to roll out, one that so far had only existed as a demonstration, back in the days when he'd hoped and believed that decent, honest people would be looking at his inventions.

At the far end of the laboratory was another glass enclosed chamber. Otto walked briskly towards it, his mind racing at the prospect of just what could be done with the ultimate hunting machine. He gazed at the completed components, his jaw set grimly as images flashed before him of possibilities both realistic and hypothetical.

So far, all that existed of the fourth machine were its arms; four long, metallic tentacles that ended in tri-pronged, hand-like appendages. Each arm itself was comprised of spherical joints that would, in the development stages at least, have served to give Mark Four a superior range of motion compared to its earlier counterparts.

_It needs to be fast_, Otto thought as he gazed at the arms, _and strong. Strong and just fast enough to get to Ravencroft..._The possibilities of what would happen once this latest robot arrived at the prison were endless, but Otto knew that it would be unwise to pursue such an outright attack on Harry Osborn. Mark Four would need to be calibrated to follow the brat's signature, much in the way all its predecessors had been programmed to pursue Spider-Man. Otto wasn't about to put himself in a position to get even a shred of Osborn's DNA.

But there was somebody else, somebody whom Otto hated almost as much as the scion of OsCorp.

As he stared at the arms of his soon-to-be crafted machine, Otto's mind filled with images of the man who called himself Fiers fleeing for his life from the massive scope of the fully mobile arms of Otto's latest machine. The bastard wouldn't know what had hit him. All of the times that he had forced Otto to bend to his employer's wishes would come back to him, and Otto would revel in the man's guilt and fear until Mark Four finished him off for good. Like a boa constrictor, the robot's arms would encircle Fiers, squeezing the life from him, making his eyes bulge from his sockets.

Yes...it would be perfect. And Otto would only have to wait until the man's next inevitable visit.

Hurriedly, his mind still playing out the grisly image of Fiers gasping his last breath, Otto ran towards the storage facility of the laboratory, feeling the elation of a child on Christmas morning. There were only two bodies leftover from the initial testing phases of Mark One, back in the days when Otto had truly believed that he was building his machines for good.

_But this is doing good_, Otto told himself as he activated one of the shells of the robot's body. _More good than I've ever done so far. Nobody will miss that son of a bitch. Not even the Osborn whelp. _Really when he thought about it, Fiers was the bane of his existence, the dragon before the evil wizard that was Harry Osborn. With Fiers out of the way, Otto knew that Osborn's jugular would be exposed. And once Osborn was gone for good, Otto would be free to show the world just what happened to those people who went against the code of all that was moral and just.

_Like that bitch who stole my research_, Otto thought as he hurried back towards the main area of the laboratory. He would be sure to prepare something especially fitting for her punishment once Fiers and Osborn were out of the way.

And after that...Spider-Man. Otto still didn't know quite how he felt about the hero of New York City. The man had definitely been a boon to his cause, but he still felt the losses of his three machines like a knife to the gut. _He won't be punished, _Otto thought anxiously as he began rapidly typing in code on the main computer_. Spider-Man will simply have to learn his place once my robots take to the streets. _Yes. That would suffice. Showing Spider-Man that he wasn't the only one capable of aiding the law.

His mind made up, Otto set about with his newest mission, rapidly typing in the all-to familiar code for the spider-slayer's intelligence core. It wouldn't even have to be as strong as the other ones that had fallen. The tentacles, which seemed to shine like a beacon from behind the glass of their vestibule, would do all the necessary work. Otto smiled to himself, humming a Christmas tune under his breath, suddenly feeling full of an inexplicable cheer at the prospect of finally bringing all those who had wronged him to heel.

_You'll show them one day. All of them. _

It took all of twenty minutes to get the code properly set up. Otto made to dash towards the storage facility, fully prepared to drag the body of Mark Four out with his bare hands, when a noise from behind made him freeze and turn, staring in confusion at the door from the safe-zone outside of the lab. Somebody was walking towards the antechamber, their footsteps hurried. As Otto stared in expectation at the doors, they burst open, and cold fury washed over him.

Fiers stood just inside the lab, looking directly Otto, his sallow face split with an awful grin that made his cold, dull eyes seem all the more vindictive and merciless.

"Working late I see," he said, strolling towards Otto with his bowler hat in hand. His pale grey overcoat was damp with melted snow. His polished shoes squeaked on the linoleum beneath his feet. Otto felt the rage building as Fiers drew level with him, but used the last vestiges of reason to force himself to remain calm. As much as he wanted to bust the man's nose in, he knew that it would be unwise. Not only was he not strong enough, but he needed a more discreet way of collecting some kind of sample from Fiers. His jaw clenched tightly, Otto simply gave the man a cold nod.

"Not one for words, are you?" Fiers said with a shake of his head. "I would think that after tonight's fiasco, you'd be simply buzzing with conversation."

"H-how did you-"

"Doctor Octavius, please don't be so naive. You're far too..._intelligent_ for that." He sneered at the word, as if it was a gross exaggeration, and Otto felt his control slip by a margin. "Bad news travels fast," Fiers went on, "as I'm sure you know by now. Not only is ever major news outlet from here to Boston covering the attack on the bridge, but we were keeping a close watch on your latest experiments."

Otto blinked but said nothing, the notion that OsCorp had been monitoring him sending an involuntary chill down his spine. The action did not go unnoticed by Fiers, who smiled unpleasantly once more. He chose not to remark, however, and instead looked beyond Otto to the illuminated containment unit where the massive, metallic tentacles were still held in place by the arms of the construction computer.

"How very efficient of you," said Fiers in what he evidently believed was genuine appreciation. "You're learning your place in our plans a lot faster than I thought you would."

"My place?" Otto spat, the anger finally boiling over. Fiers' wispy eyebrows shot up in surprise, not used to seeing such a showing of defiance from the doctor. "These happen to be _my_ inventions that you and that-that little bastard are stealing! As far as I'm concerned, you ought to be thanking me for going along with this."

"Did the pharaoh's thank the slaves for building the pyramids?" Fiers said with a droll stare.

"I'm...I'm not a god damn slave!" Otto hissed, his face turning red at the allegation.

"Lab rat then," Fiers said with a careless shrug. Otto felt his restraint slacken even further. The desire to strike the man overwhelmed all rational thought, but before he could act on the notion, Fiers brushed past him carelessly, his eyes fixed almost reverently on the tentacles behind the plexiglass. Otto did not move farther than the front of the computer desk, staring intently at the back of Fiers' bleach-blonde head. All he would need was one stray hair and he would have the component for the signature.

Fiers seemed in awe of the powerful arms on display. He tiled his head up as though gazing at the pyramids. In the reflection of the glass, Otto saw him smile. "These look rather sophisticated, doctor," he said. "But are they going to be good enough to finally get rid of Spider-Man."

"They will," Otto said flatly, thinking that it wouldn't be the web-slinger that the tentacled robot would get rid of, but rather the man standing in front of him. Fiers seemed completely oblivious to the careful, measured steps Otto was taking towards him.

"You know," Fiers said, "Mister Osborn was quite disappointed to hear about the loss of Mark Two and Mark Three. I myself had hoped that their flight capabilities would have been enough to finally kill Spider-Man."

"I haven't worked out all the bugs yet," Otto said conversationally, taking the utmost care not to make a spectacle of himself as he drew closer and closer to Fiers.

"Bugs," said Fiers, "are made to be squished, doctor. And there's a red and blue bug that Mister Osborn wants to see squished before New Years Eve. I'd say that I'd feel bad for taking away your holiday season, but you don't really have any attachments or engagements, do you?"

"No," Otto said, ignoring the faint stab of anger he felt at the insult. He could see the faint wisps of hair that started at the nape of Fiers' neck. All it would take was one pluck and he would have what he needed.

"You're sure it won't fail this time?"

"Quite sure."

"Really?"

"Yes."

"Well if you'll pardon the expression," Fiers turned around so quickly that Otto didn't have time to back away or make himself look more conspicuous, "I think you're a god damn liar." The unpleasant leer on the man's face had transformed into a cruel sneer. He seized Otto by the lapels of his lab coat and, with alarming strength for one so slight, jerked him roughly forward so that they were almost nose to nose. "You know, I really don't know what the hell it is that Harry thinks he's doing wasting his time with you," Fiers said, his voice low and dangerous. Otto tried to pull out of the man's grip but couldn't muster the strength. With a scoff of disgust, Fiers flung the doctor from him, sending him crashing into the computer desk. Pain seared through Otto's body as his rib connected with the edge of the desk.

"Oh, I'm sorry," Fiers said, striding forward and seizing Otto by the scruff of his neck again, "I really should be more gentle. Your injuries haven't quite healed from when our pretty little thief did a number on you." Somewhere in the back of his angry and terrified mind, Otto wondered just how Fiers knew the identity of the woman who had stolen his research, but before he could ponder it he was sent flying into the front of the vestibule that housed the tentacles. He slid to the floor with a grin, his entire body alight with pain.

Fiers stood several paces away from him in front of the computer desk, breathing heavily, his fasts balled at his sides. After a moment of deep breathing he cleared his throat and said, "Now look at what you've done, doctor. You've got me all flustered." He chuckled mirthlessly and strode around the computer desk. Otto squinted through the pain, trying to figure out just what the bastard was going to do now, praying that he would simply leave him broken and alone on the floor of the lab.

"We were talking about experiments earlier," Fiers said. Otto heard the faint sounds of the man typing on the computer. "I consider every person in the employ of OsCorp to be an experiment. And you...well, you're not even on payroll, doctor. That makes you...expendable." Fiers hit another button. The glass doors behind Otto slid open. The doctor let out a yelp and tried to scramble forward but it was too late. He'd been leaning on the glass for support and the second it had slid apart had lost his balance completely. The room spun upside down briefly and the next second he was laying haphazardly on the floor of the construction chamber.

His heart pounding in his chest, Otto scrambled to his feet and pounded on the plexiglass, his eyes wide with fear. "Please!" He shouted desperately, not giving a damn about dignity. Whatever self-respect he'd possessed had been lost during his time under OsCorp's thumb. "Please, don't do this!"

"Ah, now that's what I like to hear," Fiers said loudly, loud enough for Otto to hear behind the glass. "A man begging for his life. I'm very sorry, doctor, but I just can't afford to let Mister Osborn waste anymore time on somebody so inclined to fail."

"I can fix this!" Otto all but screamed, still pounding on the front of the vestibule. "This one won't malfunction, I swear it!"

Fiers shook his head, a cruel smile gracing his thin lips. Desperately Otto tried to think of something, anything that would help to spare his life. Fiers was without mercy, that much he had known the instant he'd met the man. If his please would only fall on deaf ears, he would simply have to resort to trying to scare the man himself.

"He won't like this!" Otto shouted, his eyes fixed on Fiers' impassive grey ones. "Osborn...he'll be angry if you get rid of me. I'm the only weapon he has right now!"

Fiers let out a shrill laugh that made Otto whimper in spite of himself. "Do you think I'm stupid?" The man said, shaking his head as though unable to believe his ears. "I know you've been holding back, doctor. You're far too intelligent to let a toaster oven roll off the assembly line with a malfunction, let alone something as powerful as the spider-slayers. You've sealed your fate. And if Mister Osborn is a bit displeased with what happens here tonight...well, he'll get over it, I'm sure." And, giving Otto one last smile of sheer malice, Fiers hit one last key on the computer.

Otto had once read that people under extreme conditions could make their minds disappear to completely different planes of reality. Whether it was torture or deplorable living conditions, these walking miracles had tapped into the infinite potential of the human mind and found a refuge from pain and suffering. As the computer whirred to life and the arms of the construction unit gripped him by the shoulders, he tried with all his might to force himself somewhere else, anywhere else. But as in life, there was no place for him to seek refuge.

He squirmed and struggled as the construction unit lifted him off of his feet, but it was no use. The computer had been built to launch into assembling whatever it was that was stored within the vestibule. That only was a feat in technology, albeit one that Otto himself hadn't come up with. His ears were filled with the deafening whir of the mechanical arms as they brought the tentacles up and closer towards his body. Otto kicked and screamed and cried, tears stinging his eyes, wishing desperately for Spider-Man to come sailing in through the door beyond the plexiglass and rescue him from what was about to happen.

Nobody came to save him.

Pain overrode all other senses as the arms were pushed hard onto his back, but that was nothing compared to the white-hot agony that blinded his mind as the drill of the construction unti tore mercilessly through his skin. Blood spurted into the air, his blood, but he wasn't even aware of it. All he could think of was the pain as the merciless drills dug into his back, leaving gaping, open wounds that stung and smarted at the cold air within the vestibule. The metallic arms, the ones that he had been so proud of barely half an hour before, were raised up with a deafening groan. Otto screamed and screamed as he felt the arms forced into his body. Metal rods, which would have been inserted into slots on the body of the robot, shot out of the end of each tentacle and directly into Otto's spine. Sparks flew out, and Otto tried desperately not to think about the fact that they'd been made by the metal grinding against his spine. The jolts got into his eyes, searing them and making them water. The pain became absolute as he felt his bones crack and buckle at the sensation. Darkness overtook all of his other senses and he fell into an endless sea of black, his mind freeing him from the agony too late.

He was swimming, swimming in what seemed to be an ocean of endless void. There was no pain, no suffering...nothing but the surrounding, comfortable darkness. It was gentle, quiet and he basked in the sensation. Nobody would enslave him here. Nobody would attempt to steal from him or subject him to the kind of pain that he had left behind inside of the vestibule in his laboratory. He was safe.

_No_, he thought, even as the darkness continued to welcome him in its never-ending embrace. I'm not finished yet. _I've only just begun. _The blackness shifted, trying to pull him further down, but Otto resisted with all his might. The voice in his head was right. He wasn't finished yet. He had been subjected to mind-numbing pain, the likes of which he'd never dreamed possible, but through it, he knew that he would become something better, something far stronger than anybody could comprehend. He had to break free of the darkness, no matter how much comfort it offered him. He shoved it at with his arms...only it wasn't just _his_ arms. He remembered having two back in that days when he'd been weak and pliant to the whims of the world. Now, something far stronger than he'd ever dreamed of possessing was added to his own weight, pushing against the void, resisting it and dragging him back to reality with the force and speed of a bullet train.

Otto smelled blood.

He could feel it running along the side of his face, pulling him back to the world of the living like a potent smelling salt. He was aware of an acrid, metallic smell filling the air around him, but he did not move, not just yet. He had changed somehow. He felt heavier, but also inexplicably stronger, as if he'd been multiplied but contained into one singular unit. The pain was evaporating like smoke, leaving him with nothing but a sense of power. Still, he remained prone on the floor, even as a thousand neurons went off in his brain, sending signals to this new part of his body that hadn't been there before he'd been shoved into the construction tank.

A noise somewhere in front of him and outside the vestibule stirred his senses into overdrive. Somebody was walking towards the glass, somebody who was doing his utmost to walk cautiously. Otto's eyes snapped open. With only the smallest tremor of his thoughts he sent four different signals to each of his new appendages. The current moved from his brain down his spine like a wave. The metal arm closest to the front of the tank waved to life, slinging itself forward and shattering the front of the antechamber like a battering ram. Otto grinned when he heard the man's shout of alarm and fear.

The two rear tentacles planted firmly on the ground and pushed Otto forward so that he was suspended six feet off the ground. His vision had been dimmed by the sparks getting into his eyes during his those torturous moments he'd been trapped within the construction chamber, but he could make out Fiers' blurry form nonetheless.

Osborn's crony was laying splayed on the linoleum floor, his eyes wide with astonishment and, Otto noted with satisfaction, mortal dread. As easily as if he'd been doing it his whole life, Otto walked towards Fiers on the hind tentacles, grinning as the bastard tried desperately to scramble to his feet. With as much energy as it took to blink, Otto made the left tentacle swipe downwards, seizing Fiers by the waist. It lifted him off the ground, holding him in a vice-like grip. Otto brought Fiers closer to him, smiling at the terrified look on the man's face. Otto's right tentacle whipped around one of the equipment benches. He found a pair of goggles and gripped them tightly in the clawed end of his new metal arm, which sailed back towards him. Otto snatched the goggles from the end of his tentacle and snapped them over his eyes. Once he saw the full extent of just how afraid Fiers looked, he smiled in satisfaction.

"We were talking about experiments earlier," Otto said, a gravely timbre in his voice from how hard he'd been screaming earlier. "And it's my professional opinion that you've run your course."

"D-d-doctor!" Fiers spluttered, letting out an agonized cry as Otto's arm squeezed him tighter around the waist. "P-please!"

"Oh how I love hearing a man beg for his life," Otto said. Fiers' eyes bugged out of his head. Otto laughed maniacally. He brought his right tentacle down over Fier's head. The clawed end was so big spread wide that it covered the man's skull completely. Otto could just see the wide-eyed, terrified face from between the crook of his tentacle. "Merry Christmas, Fiers," Otto said and, with one last smile, twisted the man's neck with as much effort as if he'd been a twig.

The body fell from Otto's grip like the dead weight that it was. He strode over it with absolutely no regard, looking around his old laboratory as his tentacles carried him over the floor. He had changed, and changed for the better. He could feel his powerful new appendages as they swiped idly through the air, as much a part of his body as his own two arms had been. The goggles helped bring his surroundings into focus. In spite of the outer green tint, he saw everything in normal light, just another advantage of science. The pain he had experience within the vestibule was nothing more than a memory now. He'd been transformed by it, bathed in fire and emerged a new being.

Otto stopped just short of the doors. He knew exactly what to do with this new power. He'd already carried out ridding himself and the world of Fiers. What was the point of abandoning his original plan? It was perfectly valid of him to want to continue his mission. And now he had the means to pull it off with aplomb. Harry Osborn could hide in Ravencroft all he wanted, but what were the walls of an old prison when put up against Otto's new appendages?

_Yes, _he thought as he turned and paced leisurely around the lab, his bottom left tentacle knocking Fiers' corpse across the room like litter, _Osborn first and then...and then Spider-Man..._Otto glared at the shattered front of the construction chamber. He could still see his own blood pooled on the ground along with the bits of broken glass. The pain may have transformed him, but it had still been pain, still been excruciating...and the city's hero hadn't been there to help him.

_My work is great, _Otto thought as he strode away from the vestibule, _and now I am stronger than anybody thought possible. But I could have easily slipped away. And then what? What would this world have had? Certainly not my creations...not these beautiful, wonderful machines..._His left tentacle draped itself near his face like an exotic snake. With a whir, it opened its claws. Smiling gently at it, Otto stroked the metallic surface of the pincer edges.

_Revenge, _he thought, walking himself to a far corner, _but first, a heralding. I'll show this city just who it is that they should respect. _He arched his top two tentacles backwards, forming a pedestal of appendages that had him flat on his back, staring at the dark vault of the ceiling overhead. New York City would know his name tomorrow, and they would be under his heel the way he had been all his life.

_They'll see_, Otto thought as he closed his eyes, _now they'll all see. _


	16. Enemy

There was something soft and warm pressing against Peter's back when he woke up. He didn't open his eyes immediately, too content to just feel who it was that was lying next to him. It had been far too long since he had felt this kind of serenity. He felt safe and secure. Even as the realization crept up on him as the last vestiges of sleep skirted from the edge of his mind he still didn't move on inch. A smile crept over his lips. Unconsciously, he turned slightly to one side, the better to be closer to her, and it was then that he realized that MJ had wrapped her arms around him sometime during the night.

Peter opened his eyes and looked down at her. She was still asleep, one arm thrown over his bare chest, the other comfortably pressed underneath his shoulder. Her head was turned to one side, facing into his body. Even though her rosy hair was fanned partially over her face, Peter could still that she slept serenely, undisturbed by the kinds of nightmares that had plagued him for so long.

_Good_, he though, _she doesn't deserve that. _He was seized by the ridiculous notion of spending the rest of his day with MJ, going...going anywhere and doing anything, so long as they could stay together. His revelation to Aunt May-or rather, her revelation to him-the night before made him feel as though an enormous weight had been lifted off of his shoulders. He knew that there was more of a risk with her always having known his identity as Spider-Man, and yet here, next to the peacefully sleeping form of MJ, he couldn't find the energy to be rational.

Loud, crisp music suddenly broke the serenity, making Peter jump and look wildly around MJ's cozy bedroom. He felt rather than saw her shoot up in bed beside him. Her hair was a wild mass of tangles as opposed to the fanned out sea of red that it had been when she'd been asleep and for a moment she looked just as disoriented as he felt.

"Oh," MJ said blearily, clambering off of her bed and lunging for her cell-phone, "that's Eddie."

Peter felt his heart sink but he couldn't help but feel slightly amused at the ringtone that Mary Jane had chosen for Peter's roommate. "Creep?" He mouthed, smiling as MJ pressed the phone to her ear, silencing the strains of the Radiohead hit.

MJ shook her head but smiled nonetheless. The next second, however, her face fell. "Yeah," she said into the mouth of the phone, "he's here...oh...oh really?" MJ's eyes narrowed dramatically as she stared at Peter, who suddenly felt as if he had shrunk by several feet. "Don't worry, I'll let him know precisely what you said." With that, she hung up and stared at Peter with a superior smile that made him want to shrivel up into a ball.

"Uh...I can explain?" Peter said halfheartedly.

"Running away, were you?" MJ said with a chuckle, striding forward and flopping back down onto the end of her bed.

"Not permanently...I mean, at least not anymore."

"Well whatever you're doing," MJ replied, still smiling at the humor in the situation that Peter couldn't quite find, "you'd better hustle your perfect little ass back to your place."

"Do you really think it's perfect?" Peter said, glancing over his shoulder at the back of his sweat pants.

MJ snorted and sat back straight, eyeing Peter with all the air of a patient parent. "Whatever the case may be," she said, "you really should hustle home or Eddie will, as he put it, rip off your junk and force feed it to you."

"Oh, is that all?" Peter muttered, even as panic began to rise within him. He'd entirely forgotten about the note he'd left Eddie. He shook his head as he headed towards Mary Jane's bedroom window, cursing himself for not having left even a message on his and Eddie's house phone before he'd fallen asleep.

"Uhm...where are you going, Tiger?"

Peter froze, his hand on the edge of MJ's gossamer red curtain. He looked back over his shoulder at her, feeling suddenly foolish for having forgotten her presence in his haste. "Well," he said awkwardly, scratching the back of his leg with his foot, "I, uh, left my things at Aunt May's...so,um...I was going to go back and get them..." He laughed, trying to play off his rash impulse to jump out the window with humor. "I can't really go back to my place like this, no matter how much Eddie would like it."

MJ cocked an eyebrow up in evident disbelief but she said nothing, still sitting comfortably on the end of her bed. "Mind if I stop by tonight?" She said. "I'm off earlier than you and Eddie."

"O-over?" Peter stammered, mortified at the flush that had come into his face.

"Yes, over," MJ replied with a laugh. "Y'know...the opposite of under?"

"Uh, yeah," Peter said, smiling broadly. "Yeah that would be great...although I don't know if Eddie will let me live after my, uh...little stunt last night..."

"Don't worry about it. I'm sure if you buy him a crap ton of pizza he'll forgive you."

"Yeah." Peter glanced over MJ's shoulder and, putting on an affected look of surprise, pointed at a spot on the opposite wall and said, "Hey, what's that?" To his relief, MJ looked around and Peter took her momentary distraction as the perfect time to make a quick exit. He slid the window open and dropped to the snowy ground below, glancing around to make sure that nobody had seen.

It had stopped snowing some time during the night. A clear blue sky spanned over the rooftops of the quiet little neighborhood. The sun shone brightly on the crisp snow. The trees lining the opposite side of the street were covered with a crust of white like icing sugar, making the entire scene around Peter have the feel of a living Christmas card. He would have enjoyed it if it weren't for the fact that it was once again bitingly cold, all the more so given his state of semi-dress.

"Hey!" MJ's voice cried out from overhead. Peter glanced upwards guiltily. Mary Jane was half-leaning out of her window, her scarlet hair hanging in a curtain around her face as she glowered down at him. "You left before I could give you a goodbye kiss," she added with a dramatic pout.

"Sorry," Peter said, feeling as if he could kick himself for having cut and run so abruptly. "Do you want me to come back up?

MJ laughed. "I was just teasing, Tiger. You better get back before Eddie gets angry enough to make good on his threat."

"I'll see you tonight," he said, smiling when she blew him a kiss in response before disappearing back into her bedroom.

It was far too light for Peter to safely scale the wall of his bedroom at Aunt May's house. In any event, he didn't quite know whether or not MJ was still watching him from her window. So he settled for fishing the front door key out from under it's hiding place and quietly entering the front hall.

To his surprise, Aunt May was awake, bustling around the living room, throwing things into her purse and already dressed for the weather. She looked around as Peter entered and then stopped dead when she saw that he was naked from the waist up. His face burning worse than it had when he'd been at MJ's, Peter said, "I was, uh, just at MJ's…"

Aunt May arched her eyebrows, throwing her bag over her shoulder. "Thank goodness for that," she said, "for a second I was worried you were taking on a new superhero identity."

"Somehow 'The Shirtless Wonder' doesn't seem as catchy as Spider-Man," Peter replied, still blushing furiously.

"Just promise me that you and Mary Jane will use proper protection."

"Aunt May!" Peter yelped, his voice catching in his throat. It seemed almost impossible for his face to turn redder than it already had been, and yet somehow it did. The heat was scorching compared to how cold the rest of his body was.

Aunt May shrugged noncommittally as she gave him a quick peck on the cheek on her way to the door. "I'm a health care practitioner," she said. "It's my job to make sure that you young people are making the right choices. Besides, what kind of parent would I be if I didn't go out of my way to embarrass you?"

"The kind that doesn't want me to have an aneurysm at twenty-one?" He cleared his throat, still staggered by his aunt's remark. "Besides, we didn't do anything. We just slept together is all."

Aunt May smirked and once more Peter felt himself overwhelmed by embarrassment. "Oh my God, not like that!" He all but shouted, stamping his foot in childish frustration. "We just slept in her bed togeth—you know what? Never mind. I just realized there's no way to make this sound as innocent as it actually was."

"Peter, I'm just teasing you," Aunt May said with a warm laugh. "I know you and Mary Jane better than to think that you'd go straight to…to the hanky-panky this early."

It was Peter's turn to cock an eyebrow. "Hanky-panky?" He parroted with a small, amused smile. "What is this? The nineteen-fifties?"

"Would you rather I said sexual intercourse?"

"I'd rather you get to work before I die from a burst blood vessel," Peter replied, feeling as if his head would explode if it got any redder.

Aunt May only laughed in response. "Take care of yourself, sweetheart," she said, giving him a hug and a knowing look. Peter nodded, looking her dead in the eye. For a moment, he caught the tremendous weight of concern in his aunt's gaze. A small feeling of guilt crept over him. Aunt May, having caught the tremor in Peter's body, put a gentle hand on his shoulder. "I'm perfectly fine," she said quietly. "I've known about your extracurricular activities for years now, and I haven't lost too much sleep over it. Just make sure that you call me before and after you go out swinging from the rooftops, alright?"

"I will."

"Good…now you'd better get back to your apartment. If you thought my language was colorful a moment ago, it was nothing compared to Eddie's when he called me this morning."

"Fantastic," Peter muttered, watching as Aunt May opened the front door and stepped out into the frosty winter morning. Aunt May only laughed in response as the door closed behind her. Shaking his head, Peter all but ran up the stairs to his bedroom. It would be faster for him to swing to his and Eddie's apartment from Queens, and he didn't put it past his roommate to make good on the threat he'd told Mary Jane. Hastily, Peter stripped down, pulling on his costume before re-dressing in his sweat pants and a sweater. He pulled his mask on and covered it with the hood of his sweater, doing a once over of the bedroom just to make sure that he hadn't missed anything. Then he was off, heading out the back door with his face concealed by his hoodie.

It was a strange feeling to be swinging back to the place that he had been so pained to leave the previous night. All of the cares and worries that he'd had since his encounter with Black Cat during the fight on the bridge hadn't disappeared, but somehow they felt muted; a low buzzing in the background of his thoughts.

All too soon, the familiar sight of the home that he had almost left came into view. Ignoring the shouts of people on the ground, who pointed as he swung over their heads, Peter alighted to the top of the building. His heart racing at the prospect of having to face Eddie's wrath, Peter peeled his mask off, stuffed it into the front pocket of his sweater, and sprinted through the doors, the cold air fleeing from his lungs as the warmth of the apartment building overwhelmed him.

He skidded to a halt in front of his and Eddie's suite. An envelope had been shoved under the door. Peter's name had been written in large, black, block letters on the front and an awkward lump showed through on the bottom-most corner. Grimacing, Peter opened the package, feeling a mingled sense of relief and shame as his keys fell into his cupped hand. His bank card, and the note that he'd written for Eddie, had also been shoved into the envelope.

Taking a deep breath, Peter pushed the door open as quietly as possible. Bright morning sunlight filled the apartment. The blinds had been thrown open, sunlight filtering through his and Eddie's little Christmas tree. A glance at the clock showed him that it was only half-past eight in the morning. Everything was silent in the apartment, and for one moment Peter thought that Eddie might have taken off for the _Daily Bugle _alone.

The door at the end of the hall burst open with an ear-shattering bang. Peter let out a yelp and flattened himself against the door to the hall, staring in guilty horror as Eddie, dressed only in the sweatpants he used as pajamas, marched towards him, fists balled at his sides in unbridled fury. Peter backed up against the door, forgetting that he had the strength of ten men in one fist. He wasn't Spider-Man anymore; he was simply ashamed and also afraid of what his roommate would do to him in his rage.

Eddie stopped within several inches of Peter, who suddenly felt all the fear evaporate out of him as he caught the look on the other boy's face; not contorted with rage, but rather so deeply wounded that Peter felt his heart sink to the depths of his shoes. Eddie's steely grey eyes were filled with hurt, but there was also relief on his face and Peter fully appreciated then just how deep the bond between he and his roommate ran.

"Eddie I—" Peter started to say, but before he could finish, the taller boy pulled him into a bone-crushing hug that all but squeezed the breath out of Peter's lungs.

"The hell is wrong with you, Parker?" Eddie said through gritted teeth, freeing Peter of the embrace. Eddie stared hard at him, his eyes still brimming with anger and worry. "I get up in the middle of the night to take a piss, and what the hell do I find? Some soap-opera bullshit waiting on the kitchen table, and your bank card, which, by the way, I was kind enough not to use."

"I'm sorry," Peter said, still feeling like the world's biggest horse's ass. "I…it was just a little complicated last night."

"Oh," Eddie said sarcastically, "complicated, huh? Peter I thought…God, I thought you'd taken off because of that…because of that article I'd written about MJ." Eddie looked down at his feet, his voice breaking pathetically. Shame seized Peter in an icy, viscous grip. He'd completely forgotten about the article. It seemed so minuscule compared to all that had been thrown his way the previous night. Now, as he saw Eddie so worried and defeated, he realized just how thoughtless his act of leaving must have looked. To Eddie, Peter had wanted to run away out of betrayal and anger, not out of some act of greater good. In the stark light of morning, Peter noticed the dark circles under Eddie's eyes, and realized that his friend must have stayed up the entire night, waiting for him to come home.

"Eddie, I'm sorry," Peter said, taking a tentative step towards his friend. Nothing he could put into words would fully express the shame he felt, that much he knew. Still, he couldn't bear the thought of Eddie so distraught over what he had evidently assumed had been the reason behind Peter's leaving. "It wasn't about the article, I swear."

"Then what?" Eddie said with a heavy sigh, looking Peter dead in the eye. "Look, I get that there's this whole personal space thing that goes on when you live with another dude—not that that matters much to me, being a reformed frat boy and all—but you're really starting to worry me Peter." He took a deep breath and began walking around the room, his voice rising as he spoke. "You were depressed for the longest time and you wouldn't tell me why. Everyone else seems to have gotten the memo, but sometimes I feel like I really missed the boat there. Not that it matters anymore because you've got something going with MJ, which is totally cool, but it still kinda stings.""

Eddie stopped by the island in their kitchen, bracing his powerful arms on either side of the chipped surface."You're always tired," he went on, "and sometimes you walk like you've been hit by a cement truck, and maybe that's because of all the nightmares you have or whatever, but it still…it just worries me!" He slammed a fist on the surface of the counter. Peter jumped, but couldn't quit tame his own surprised, curiosity.

"H-how did you know I was having nightmares?" He asked, keeping his eyes on Eddie, as though afraid he would turn into a rampaging bull at any moment.

"You serious?" Eddie asked, giving Peter and incredulous stare from across the top of their kitchen counter. "Dude, my room's like right across from yours. Kinda hard not to hear when you're thrashing around like you've got hot sauce on your nads." He shook his head and went on, "You got out of the hospital like, what? A week ago? All you ever do is tell me you're fine, but Peter you were just…when MJ and I found you in the mall there was so much blood I thought you were dead and you still keep mum about all of this stuff and I just don't know what to—"

"Eddie, I'm Spider-Man," Peter said all at once, feeling the declaration leave him like a speeding train, knowing it was so pitifully reckless, but not knowing how else to explain himself to Eddie.

"Yeah, and I'm Tony Stark's nephew," Eddie replied with a disbelieving roll of his eyes. "Look, I get that you wanna keep your business your business but I just…I don't know…I thought by now we were tighter than that, Peter."

"We are," Peter said firmly, striding across the room so that he was on the opposite side of the kitchen island. Up until that point, Eddie had simply been his roommate, co-worker and friend. He'd never considered their bond strong enough to ever be hurt by what he had done the previous night. Now, as he watched Eddie fold his arms across his bare chest and look away grumpily he realized just how important Eddie was to him, not just because of the home he provided either. Certainly whatever existed between them was stronger than Peter's friendship with Harry had ever been. Eddie would never betray him, not even after Peter had made him worry so much. Part of him wanted to pull the crumpled up mask out of the front of his sweater and make Eddie realize the whole truth, but he thought better of it.

It wasn't the right time.

"I'm a dick," Peter said, chuckling softly, leaning against the opposite counter from Eddie, who still refused to meet his eye.

"You can say that again," Eddie replied with a scoff.

"I'm a dick."

"Sorry, I couldn't quite hear you."

"I'M A DICK!" Peter all but yelled, bursting into laughter at how ridiculous the apology was. To his immense relief, Eddie smiled and shook his head. He walked around the counter and once more pulled Peter into a hug, briefer and far more gruff than the last, but it still served to alleviate the tension between the two of them. Things would be back to normal, that much Peter could tell, although he knew that he still owed his best friend a better explanation. Still, as long as the peace was between them, he wasn't going to risk it.

He didn't even shoot down any of Eddie's nagging inquiries as to what Peter had been doing at Mary Jane's the previous night during their walk to the Bugle.

"We slept together is all," Peter said, grinning like the Devil at how wide Eddie's eyes went. The taller boy tripped over his own boots and nearly collided with a street lamp on the corner near the _Daily Bugle_ building. Laughing, Peter caught Eddie deftly by the arm and pulled him up just in time to avoid seeing his friend crack his skull open on the metal.

"D-d-did you seriously?" Eddie's face had turned slightly pink, whether from the cold or excitement Peter didn't know.

"In the literal sense we did," Peter replied, ushering Eddie forward as the walk signal blinked at them from across the busy street.

"Oh," Eddie's face fell. "So…not even the smallest attempt to run the bases then?"

"Sorry to disappoint you," Peter said with a snort.

"I thought I taught you better than that."

"She'd have tazed me if I'd tried anything." Peter held the door open for Eddie, who followed him into the warmth of the main floor, then stopped in his tracks, frowning. Peter had gone several paces forwards in the direction of the elevator before noticing that Eddie hadn't kept pace. "What's up?" He asked, motioning at the doors, which had already started to slide shut. "You're already on JJ's hit list, you don't want to make it worse, do you?"

"No," Eddie replied, hurrying forward, still looking mildly bemused. "I just…I didn't know that you knew MJ had a taser, that's all."

"Uh," Peter stammered, wishing he could kick himself for having once more slipped up. "Well, she, uh…showed it to me? Y'know…as a warning sign…"

Eddie arched his eyebrows but said nothing as the elevator traveled up to their floor. Still feeling somewhat rattled for having once more put his foot in his mouth, Peter said, "She's coming by tonight, just so you know."

"MJ?"

"No, the Tooth Fairy," Peter replied with a roll of his eyes. "Yes, MJ. She gets off a little before we do. I figured we could have some beer and pizza."

"Ah, we're taking the casual approach," Eddie said with a sage nod, stepping out of the elevator. "Maybe you're not as hopeless as I thought you were."

"Says your Mom," Peter replied punitively, but Eddie only grinned in response.

Somehow the Bugle seemed less oppressive and soulless to Peter as he walked to his cubicle. He nodded at every greeting and stopped to compliment Robbie on the flashing Christmas tie he'd chosen to wear that day. Once again he felt the strange disparity between how chaotic and potentially devastating the previous night had been compared to the dream-like peace of the day. He knew that he hadn't escaped Eddie's questioning, not that he deserved to. And there was still the fact that Doctor Octavius' robots would hunt him down, assuming the operation hadn't been shut down as a result of the latest defeat.

Peter didn't let any of it cloud his mood. He even hummed along to the Christmas music warbling out of Betty Brant's office. A little after one, MJ sent him a text message, promising to be waiting at the apartment for him and Eddie to arrive and let her in.

Not even Jameson's bellowing voice cut through Peter's happiness.

"PARKER! IN MY OFFICE IN TEN OR YOU'RE OUT ON YOUR ASS!"

"Can't he ever just summon me normally?" Peter muttered to himself as he walked along the row of cubicles towards the open door of the editor's office. JJ was comfortably ensconced behind his desk, his eyes on the computer screen. He glanced up when Peter arrived, a scowl lining his already harsh face.

"The hell's got you so happy?"

Peter shrugged. "It's a nice day, sir. Look at the window. You'd like what you see."

"I'd like to see another picture of Spider-Man on the front page before Christmas," Jameson replied. "Seeing as you seem to be so fit on your feet after mooching off your medical benefits, I want you down and out on the streets from now until the Fat Man comes around."

"Fat Man?" Peter plastered a look of feigned confusion on his face. It was worth the vein that popped in Jameson's forehead to play dumb.

"YES!" JJ barked. "You know, the one that breaks into your house to leave presents for your ungrateful children? You get me one good picture of Spider-Man before Christmas Day and you can kiss your bonus under the mistletoe." JJ chuckled to himself and added, "Probably be the only action you've seen all year, eh?"

Peter opened his mouth, prepared to return Jameson's jab with a sarcastic quip when he froze, his spider-senses suddenly on alert. He frowned, standing stock still as the tremors continued to pluck at his mind. There was something more to the telltale sign of trouble, something far more tangible. He could hear it, just under the whir of New York City's traffic and the general clamor of the early afternoon.

Something was walking across the street, something that was all but shattering the concrete beneath it. And whatever it was, it was drawing closer and closer to the Bugle. Screams, muffled and barely audible flooded Peter's brain at the same time his spider-senses began to go full on haywire, far more so than they had been the previous night when the machines had attacked him on the bridge.

"HEY!" Jameson shouted, getting to his feet and glaring daggers at Peter who stood rooted to the spot, trying to determine what the source of the trouble was. "You step in Epoxy or something, Parker?"

Peter made to hold up his hand to silence his boss, but at that moment his spider-senses screamed, overriding all other responses. He heard the sound of something cutting through the air, something large and heavy being thrown through the air at tremendous speed. Abandoning himself to reflex, Peter lunged at Jameson, tackling him out of the way of the window a split second before the glass behind him shattered into a million pieces as a large ornamental Santa Claus was thrown through it.

"WHAT THE HELL?!" Jameson spluttered, scrambling to his feet next to Peter. Outside the office, Peter heard people pushing their chairs back and getting to their feet, their voices raised in panic and alarm. Robbie Robertson poked his head around the corner, his eyes surveying the scene before him with wide-eyed shock.

"What's—"

"GET OUT OF HERE!" Peter yelled, tugging Jameson along in spite of the man's fervent protests. Robbie blinked but backed away as Peter forced JJ out of the office and onto the main floor. He caught a glimpse of Eddie, his eyes as wide as everyone else's. Peter shook his head and turned around, prepared to face down yet another one of the rogue robots, but what he saw moving towards the gaping fifth floor window wasn't a robot…not entirely.

All thoughts of caution abandoned, Peter took several steps closer to the gap, the better to see just what, or rather who it was marching towards the Daily Bugle. Four long, metallic arms protruded out of the thick green lab coat the man wore, moving him along the street, holding him up by nearly two stories. Two of the arms grasped at the side of the warehouse across the street, pulling the man up so that he was level with the floor of the Bugle that he had created access to.

"No," Peter whispered, his mind reeling in disbelieving horror, but there was no way to deny it, not even at the slight distance that separated the Daily Bugle from the warehouse across the street from it. As if having heard his utterance of denial, Doctor Octavius removed the thick, high-tech goggles covering his eyes, and smiled at the gaping hole he had made in the side of the newspaper building. Still feeling as if he'd been slugged in the gut with an I-Beam, Peter spun on his heel and barked at the goggling crowd that had formed at JJ's door, "WHAT THE HELL ARE YOU WAITING FOR?! GET OUT!"

They didn't need telling twice. Like a sea of terrified mice, the assembled crowd scampered, most of them fleeing foolishly in the direction of the elevators.

"NOT THAT WAY YOU SONS OF BITCHES!" Jameson's voice had taken on a tone of command far different from the superior one he used in regular conversation. Even as Peter dove out of sight behind a set of filing cabinets, he fully appreciated just why it was that J. Jonah Jameson had become the editor of a successful newspaper in spite of his despotism. "USE THE GOD DAMN STAIRS!"

Peter did not wait for the noise of the crowd to die down because he didn't have the time. Thanking his lucky stars for his panic-stricken co-workers being too terrified to give him a moment's thought, he stripped off his sweater and sweatpants and yanked his mask over his head, stashing his clothes into the bottom of one of the filing cabinets as he did so.

He could hear glass shattering and concrete cracking as Doctor Octavius drew closer and closer. The very frame of the building began to shake at his approach. People screamed on the floors below, and Spider-Man wasted no time in crawling onto the side of the building, using the hole that Octavius had made in the window as his entryway.

The doctor, or rather what had been the doctor, was making his way up the side of the Bugle, his robotic tentacles slamming into the window indiscriminately as he went. He was laughing, his face contorted into a cruel mask of euphoria. He was only three floors away from where the web-slinger was perched, yet somehow he had taken almost no notice of Spider-Man. He seemed to be enjoying the fear and panic he was causing the people within the Bugle and on the street below. Already several squad cars had assembled.

_He's not going to stop,_ Spider-Man thought through gritted teeth, wondering too just what the hell had gotten into the once meek and amiable scientist. Hastily, he formed a sturdy but light ball of webbing between his hands.

"HEY!" He shouted. Octavius looked up, cocking his head to one side as though taking notice of Spider-Man for the first time.

_Bulls-eye,_ Spider-Man thought jubilantly as he threw the web-ball with all his force. The next second his cockiness vanished as the half-man, half-machine tore on of his robot arms out from the building and batted the ball away as if it were nothing more than a wad of tissue. _Not bulls-eye_, the wall-crawler thought.

His attention averted, Octavius continued his ascent up the side of the building. "Did you honestly think that was going to work?" A strange cadence had come into the doctor's voice; maleficent and proud, a far cry from the calm, reserved tones Spider-Man had heard him use in days gone by.

"It usually does," Spider-Man said in answer to the doctor's incredulous question. "Then again, none of the other people I've come across have four extra arms at their disposal."

Two of those arms shot into the framework of the building beside the web-slinger's head. Spider-Man deftly leaped upwards, somersaulting in midair so that he came to rest with his feet and one hand firmly planted on the sloping window above the hole Octavius had made.

"I am unlike anything else," Octavius said with a sneer of superiority that Spider-Man did not like in the least. "I am what they made me; people like you and Harry Osborn and that bitch who stole my research from me."

"Hey!" Spider-Man said in outrage, "don't call her rude names!" Then, becoming serious he added, "Doctor Octavius, I don't know what happened to you but this isn't the way to go about things."

"No," Octavius said, his lips curling, "you don't know what happened to me. You weren't there to save me. Tell me, _Spider-Man_," he spat the word as though it were poison in his mouth, "what could you have possibly been doing that was more important than saving me from the pain I had to endure?" He tore his two arms from within the Bugle and flung them forward at Spider-Man. The wall-crawler leaped deftly to one side to avoid being clobbered by the left arm, but he wasn't quick enough to dodge the right. It connected with his body with a sickening crunch of metal on bone. He was sent sailing through the glass ceiling of the Bugle but before he could fall to the vents and ducts, something grabbed him by the ankle, holding him upside down.

"I thought I was trying to help you!" Spider-Man said, struggling against the titanium-strong grip of the metallic arm, which held him pathetically by the ankle. Octavius' walked up the remainder of the building, the robotic tentacles tearing through girders and glass like cotton. The arm holding Spider-Man moved upward, taking him to an upside-down eye level with doctor, whose face was still lined with a cruel sense of superiority.

"You did help me," he said quietly, bringing the web-slinger closer to him. Spider-Man saw his own masked face reflected in the large lenses of Octavius' goggles. "You all helped me. These," he shrugged, his metal limbs rippling at the motion, "are the most incredible gift I could have asked for. But do you know," and he slapped Spider-Man across the face with the back of his hand, "how much pain," once more he slapped the wall-crawler, "I had to endure," yet another slap stung the face of New York City's hero, "in order to receive this gift?" The metallic tentacle shook Spider-Man by his foot. Already seeing stars from the force of Octavius' blows, the wall-crawler felt his brain rattle in his skull at the unwelcome motion.

"Of course you don't know," Octavius snarled, his brows knit in fury. "You were to busy destroying all that I've worked for!" With a savage roar, he flung Spider-Man from him, sending him spiraling through the air and off the side of the Daily Bugle to the horrified crowd below. His mind still reeling from the blows he had received, the web-slinger had just enough sense to right himself and fire a line of webbing into the gaping rupture in the side of the Bugle. He landed with an undignified crash inside J. Jonah Jameson's office, his head spinning.

_Okay_, he thought angrily, _now I'm upset._ He had no idea what had set Octavius off, or even what had happened to transform the man into a mechanized monstrosity, but at that moment he didn't care. Empathy went out the window as he righted himself, prepared to burst out of the broken window and back onto the building for round two.

Before he got the chance his spider-sense alerted him to a danger that approached before he could react. Two of Octavius' powerful, automated limbs suddenly came crashing through the ceiling, sending plaster, glass and vents falling down over Spider-Man, who barely had time to leap out of the way before the mad doctor himself crawled through the large orifice he'd carved into the roof of the Bugle. Spider-Man made an attempt to jump onto the side of the wall, but, as if possessing an intellect of its own, the right tentacle flew outwards as Octavius righted himself, once more sending the wall-crawler flying unceremoniously backwards towards the cubicles.

This time, however, Spider-Man had enough to sense to right himself in midair. Octavius was powerful, far more powerful than anything the web-slinger had dealt with before, but he was also slow, weighed down by the heaviness of his new limbs. Landing on top of one of the desks, Spider-Man shot two webs out, grinning in satisfaction as they connected with two filing cabinets. He tugged at them, sending them flying forwards. Octavius, who had only just turned to search for his prey, was too late to dodge the missiles successfully. Two of his arms whirred in front of his face to protect him, but even they couldn't prevent the impact. Octavius staggered sideways, which was all the window Spider-Man needed.

Deftly, he leaped forward, landing on the edge of Octavius left tentacle. Faster than the arms could keep up with, he crawled around, spinning a thick web around the mechanical appendages. He'd used this tactic once, back in his earliest days fighting evil. The Lizard had been waylaid by being encased. Octavius' arms flailed wildly, colliding with the ceiling, knocking over light fixtures and carving out long lines in the roof, but he was too slow to stop Spider-Man.

Within seconds, an enormous dome of webbing covered the doctor. Spider-Man dropped lithely to the ground, smiling in satisfaction at what he'd done.

"Now," he said, somewhat breathlessly, "before we keep going with this game of which eight-legged freak is better, I suggest you make with the spilling of the tragic back story, or I'm getting a flamethrower." The cockiness once more died in Spider-Man's chest. One of Octavius' arms went flying through the barricade of webbing, wild and misdirected, but still powerful and lethal. Spider-Man jumped backwards, and stretched out his arm, prepared to fix the break in the dome, but nothing happened. Once more, he tried in vain to shoot a line of webbing, this time alternating between hands, but not even a puff of dust shot forth.

"Shit," Spider-Man muttered. He'd used all his webbing creating the all-too fragile dome that Octavius had already managed to break through. The doctor rounded on him, limbs still flailing within the broken confines of the office. He looked, if possible, even angrier than before, his face red from humiliation at having been momentarily bested.

"FREAK?!" Octavius all but yelled, propelling himself forward on his two rear arms as the front ones flew through the air and narrowly missed taking off Spider-Man's head. "I am no freak, Spider-Man. Like you, I've chosen to embrace what I've been given, and this city is going to submit to my whims, with or without their precious web-slinger to help them."

The wall-crawler dove behind yet another cubicle, his eyes darting around for some kind of exit. Several computer monitors went flying over his head, but he did not move, not even as the force of Octavius' movements made the building shake and tremble around him.

"I created my machines to help keep places like New York City safe!" Octavius fumed. "From people like Harry Osborn and that pathetic little man who forced these gifts onto me. What have you done to protect people from them?"

"Hey, I don't see you helping little old ladies across the street!" Spider-Man replied, crawling as best he could between cubicles. He was running out of space. If only he could get Octavius out onto the roof again, then he would at least have the benefit of not having the building falling down around his head.

"I've no time for the weak," Octavius said, pausing in his continued demolition of the fifth floor. Overhead, his searching arms slid through the air like metallic snakes, hissing as they searched around the remaining cubicles for their prey. To Spider-Man's dismay, he realized that the mad doctor had gotten to his own feet, and that all four of his robotic tentacles were on the prowl.

"This still isn't how you help a city, doc!"

"Oh I'll help it," Octavius replied, laughing a hollow, cruel laugh that chilled Spider-Man to his heart. "Once I show them what I'm capable of, once I show them that you're nothing more than an ordinary man, then they'll see…they'll all see." He paused, the silence mounting unbearably. The wall-crawler forced himself not to look out from around the corner of the desk, his own desk, but the next second even that notion was rendered pointless as one of Octavius arms slithered around the corner, the tri-pronged face opening to reveal an electric blue eye. Spider-Man made to jump upwards and onto the underside of what remained of the ceiling, but at that moment, another one of Octavius' arms rounded the corner behind him.

He was trapped.

Before he could move or shout, both metal limbs grabbed him by each of the arms, raising him up out of his hiding place and into the air. Octavius let out a laugh of triumph as he strode towards the captured hero, his real arms fold behind him in a disturbing, scholarly way. The two other tentacles zipped through the air, seizing Spider-Man by his ankles, suspending him like a puppet in front of the doctor.

"Why attack the Bugle?" Spider-Man demanded through gritted teeth. "We could fight near the river, where there's less people to hurt, less of the innocent people you claim to be looking out for."

"Because," Octavius replied simply, knocking an office chair out of the way, "the news loves nothing more than talking about itself. In any event, there are a few people here who interest me particularly. Pity that I didn't have time to greet them before you decided to interfere."

In spite of his precarious position, Spider-Man felt a small feeling of relief steal over him. Octavius hadn't attacked the _Daily Bugle_ looking for him in particular. He'd simply done it to secure attention His identity was safe, although whether or not he lived to see the benefits of that depended entirely on his getting the best of the doctor. Focusing all his might onto the thought of escape, Spider-Man struggled against the binding arms, which did not budge even a fraction.

"Once I show them who you really are," Octavius went on, drawing level with Spider-Man, "I'm going to teach that Osborn whelp a lesson in mortality and pain. I'll make him feel every last ounce of pain that he's made me feel these last weeks…and then maybe I'll go on a hunt for that stupid little bitch who thought she could get away with making a fool out of me."

"Gee Doc Ock, nobody's ever called me stupid before."

Spider-Man's eyes widened in disbelief in spite of the situation. Octavius looked around just in time to meet the claws of Black Cat, who pounced on him as if he were nothing more than an ordinary mouse. The goggles prevented her from reaching his eyes, but her claws sunk deeply into the side of his face, a face that had only just started to heal. Blood spurted forth. Octavius let out a high-pitched shriek of pain and dropped Spider-Man, his four metallic limbs once again flying around wildly. Black Cat seemed unfazed by the commotion and potential danger. With all the grace and agility of her name sake, she placed a well aimed roundhouse kick on the opposite side of Octavius head. The doctor let out a gargling cry of pain and staggered backwards by several feet, falling among the broken glass, cracked plaster and thrown office equipment. With a heavy thud, all four of his tentacles followed suit.

Black Cat turned and smirked at Spider-Man, holding out a hand to help him to his feet.

"You know," she said nonchalantly, "I'd make some cutesy quip about how this is the second time a woman's saved your pert little booty, but it's actually kind of awesome now that I think about it."

"Thank you," Spider-Man replied breathlessly as he got to his feet. "And for the record, it happens to be the fourth time a woman's saved this pert little booty."

"Really?" Black Cat cocked her head to the side. "And that doesn't offend your delicate male ego?"

"Not in the least, although I'm sure it would offend his." He nodded his head in the direction of Octavius, who lay prone on the floor.

"Yeah," Black Cat muttered, "what's eating him anyway?"

"Beats the hell out of me. He didn't exactly get to the sad, tragic history lesson yet."

"Hm." Felicia paused for a moment, still surveying Octavius. Then, still speaking as though they were merely discussing the weather she said, "You do realize this wouldn't even being happening if you'd just listened to me and gotten the hell out of Dodge, right?"

"Not happening."

"And why would that be, if you don't mind me asking?"

"The other guy's got too much to lose by leaving."

Black Cat cocked her head to the side. "A woman?" She asked, and Spider-Man nodded. Black Cat rolled her eyes. "Of course," she muttered, "not only are you not single, you're also putting the biggest metropolis in the world in peril all because of a nice piece of—"

"CAT LOOK OUT!" Spider-Man's heightened senses had gone off too late. Octavius hadn't been knocked out, at least not as thoroughly as he and Black Cat had assumed. The warning came just as his massive, robotic arms uncoiled themselves and swung forward. One of them seized Black Cat around the head, gripping her and lifting her off the floor of the Bugle. Spider-Man didn't even have time to lunge forward before a second mechanized limb seized him around the waist and slammed him bodily into the closest wall.

Winded, the web-slinger squirmed against the vice-like grip of the tentacle, shouting and watching helplessly as Octavius got to his feet, drawing the struggling Black Cat closer to him.

"_You_." The word cut through the air like acid as Octavius surveyed Black Cat with sheer hatred. "You think you're fighting for the banner of what's good just because you're helping him, do you?" He laughed bitterly, smirking at Black Cat as she continued to kick and grasp helplessly at the arm that had seized her. "You might have him fooled, but I've seen what you really are: the kind of woman who would dare to attack her betters, who would steal from an innocent, helpless man no matter how he pleaded. Well guess what? I'm not the one who's helpless now." And with that, he threw her away from him with all his force.

"FELICIA!" Spider-Man screamed, but there was nothing he could do, nothing but watch powerlessly as his ally flew through the air. Black Cat collided with the opposite wall with a sickening thud, sliding to the floor like a broken rag doll. Spider-Man kicked and struggled with renewed vigor, his fingers clutching the teeth of the tentacle that held him, exerting all his force to pry himself loose. Every time he felt the prong budge, the tentacle simply slammed him against the wall once more, dazing him.

Octavius walked placidly towards the pinioned wall-crawler, his lips pressed into a vindictive smile. "And as for you," he said, reaching one of his own hands out to seize the top of Spider-Man's mask, "once they see that you're nothing but an ordinary man, they'll eat you alive." He leered at Spider-Man, crushing him against the wall once more. The doctor's fingers gripped the top of the mask.

The next second a gunshot split the air. Octavius staggered sideways, screaming as blood filled the air. Spider-Man fell to the ground. His vision blurry from Octavius' attack,he could just see the form of somebody tall and burly standing in the middle of the room, holding a gun, which the wall-crawler realized through the fog of his thoughts was one of Felicia's guns. Another shot was fired. Octavius screamed again, cursing as he bounded out of the Bugle, blood pouring from two open wounds.

Winded, his brain pounding against his skull, Spider-Man waited on the floor, his back against the wall, his head lolled backwards as he struggled to get his bearings again. He heard the crunch of glass as his savior walked towards him, and then stopped dead. Still feeling as if he'd been run over by a haul truck, the wall-crawler opened his eyes and found himself looking into the face of Eddie Brock, who was crouched on the ground in front of him, his mouth agape.

"Thanks," Spider-Man said, but Eddie didn't respond, his eyes filled with a mixture of wonder and, oddly enough, comprehension. From the lower floors, Spider-Man heard the unmistakable sounds of the law enforcement breaking the doors open and thundering up the stairs. Sighing, he sat up straighter and ran a hand over his face.

Over his bare face…

Peter froze, his hand still touching his bare skin. His eyes met Eddie's searchingly, trying to get the other man to tell him that he was simply imagining his vulnerability, but all that he saw was the same understanding awe. Wildly, Peter looked around, and felt his heart plummet out of his body when he saw the familiar red of his mask lying on the ground several yards away.

"Peter…?" Eddie's voice was soft, reaffirming but also questioning. Peter met his best friend's gaze, at a complete loss for what to do or even say. Seemingly fearful that too sudden a move would frighten him away, Eddie carefully reached for the mask, handing it to Peter who pulled it on, still feeling vulnerable and exposed in spite of the returning security.

"Did he…did he see me?" Peter asked, jerking his head to Jameson's office, where Octavius had fled after Eddie had shot him.

Eddie shook his head, his eyes not leaving Spider-Man's. "No," he replied, "I think…I think he pulled it off after I shot him…he didn't seem all the preoccupied with…with you." Eddie looked down at his feet. Peter could almost hear the comprehension working in his friend's brain. Before Eddie could say anymore, the doors at the end of the floor burst open and two dozen SWAT members poured into the office.

"You better go," Eddie said, getting to his feet and surveying the armored team warily. "I'll deal with these idiots."

"Felicia—" Peter began, his eyes traveling to the crumpled form of his ally.

"They'll take her to the hospital, don't worry," Eddie said. It sounded as though he were choosing his words, carefully, deliberately. His insides cold, Spider-Man turned, ignoring the authoritative shouts of the SWAT team. He took a step forward, making towards JJ's destroyed office and the exit it provided. Eddie's big hand closed on the hero's shoulder, stopping him in his tracks. He turned, noticing that the SWAT team had already started fanning out. Eddie met his gaze with resolve, his jaw set determinedly, his steely eyes holding Peter's.

"I won't tell anybody," he said with a nod. "And you'd better be at home tonight. This changes nothing between us, alright?"

Peter wanted to be grateful, wanted to jump for joy at the prospect of his best friend not reeling from betrayal or fear at what he really was. But, as he ran through the shattered glass, destroyed office furniture and fragments of concrete and plaster, all he felt was an all encompassing numbness, colder by far than the chill of the air that met him outside of the Daily Bugle.


	17. Red Sky At Night

Peter crawled along the rooftops and window panes, ignoring the aches in his body. Sirens blared on the streets below as squad cars and ambulances hurtled down the frozen streets of New York City. Felicia was in one of them, or at least Peter sincerely hoped that she was. Leaping from building to building, he followed the sounds of the screaming sirens, determined to see to it that Black Cat wasn't going to end up on the list of people he _could_ have saved. Somewhere in the more heroic part of his mind, he knew that it would have been smarter, at least for public safety, to follow the inevtiable path of destruction that would lead to Doc Ock, but at that moment Peter didn't care.

_That sucked_, Peter thought bitterly as he leaped from the top of a water tower to the flat planes of an apartment building. _That sucked harder than a vacuum cleaner in a wind tunnel_. His head had stopped pounding by that point, but his body was still sore from being thrown around like a hackey-sack. Worse still was the bruised ego he was beginning to develop_._ _You're Spider-Man_, he thought sourly as he climbed up the side of the building. He could see the red, double-arched face of Mounta Sanai Roosevelt Hospital, where he knew the ambulances were headed. _You've taken down mutated lizards, people made out of electricity, former best friends with weird, psychotic energy, crazy Russians with rhino fetishes and octagenarians flying around in glider suits. Why the hell are you so off your game lately?_

Doc Ock had been unexpected, yes, and far stronger than any other criminal had ever dealt with, the possible exception being Aleksei Systevich. Yet not only had Peter found himself at the mercy of the man's robots, he had been bested by the doctor himself.

_He's a wuss_, Peter thought as he crawled down a wall towards the grimy alley below. Octavius hadn't even been able to stand Felicia scratching him. The memory of the man's pathetic shrieks of pain were almost enough to make Peter giggle if it hadn't been for just how furiously violent the man had been. If anything, it only served to make Peter feel all the more disgusted with himself for having been so weak in the face of the doctor's strength.

_See how strong he is without those damn arms_, he thought savagely as he looked cautiously around the corner of the building. A parade of ambulances sped by him, turning into the parking lot of the hospital. He wondered just how many people had been hurt in Doc Ock's attack on the Daily Bugle. The thought only made him feel all the more furious at the man, as well as at himself for having nearly been defeated.

_People keep saving me_, Peter thought, still observing as half a dozen paramedics burst from the backs of the assembled vehicles. _MJ, Cat…even Eddie, and look at what that did…_The thought that somebody else knew his identity made his head spin, but he did not stop to dwell on it. He could just see Felicia, still dressed in her black leathers, lying almost lifelessly on a stretcher, her snow-white hair matted with dried blood.

_She'll be okay_, he forced himself to think over and over again, _she has to be okay…_And if she wasn't, he would see to it that Doctor Octavius paid dearly for what he'd done, and this time he would show no weakness.

"I'm Spider-Man," he said determinedly, ducking back into the alleyway. "My city, my god damn job to keep it safe, not MJ's, not Cat's and definitely not Eddie's." With that, he crawled back up the wall, wishing that he'd had the sense to retrieve his street clothes from the filing cabinet in JJ's office. He wished, too, that he'd brought additional web cartridges with him. The return trip to his apartment would be longer and far more arduous than usual without his webs to swing him along.

_JJ's going to have a field day with this_, he thought bitterly as he ran along the rooftops. He could already picture the headline: SPIDER-MAN DESTROYS BUGLE. It would be exactly the kind of thing his editor needed; a chance to smear his hated nemesis using a home spin. A convocation of reporter's had gathered outside the Bugle during the attack, and Peter wasn't naïve enough to assume that they wouldn't take the same angle as Jameson. _If I wanted to destroy the Bugle, I'd have used something more effective than some out-to-lunch scientist_, Peter thought.

Despite it being only two in the afternoon, the sun was already beginning to dip towards the river. Shadows began to lengthen over the city as distant sirens continued to wail. Overhead, several news choppers hovered, their blades cutting through the frosty air, adding to the overall impression of there having been recent chaos on the streets.

Once on the rooftop of his apartment building, Peter ducked under his trusty vent for the backpack he always kept there in case of emergencies. Quickly as he could, he pulled a sweater and track pants over his costume, peeling off the mask that Eddie had returned to him. He gripped the disguise tigthtly in his hand as he stuffed it into the back pocket of his jeans. Had Octavius not actually had time to glimpse his face? Peter remembered sliding against the wall after Eddie had shot the crazed doctor, but he had no way of being certain whether or not the man had seen him fully.

_Guess I'll find out one way or another_, Peter thought grimly as he walked the suite he'd only vacated that morning. He wouldn't run away. Not after having things change so drastically between himself and Aunt May. And now that Eddie knew his true identity, there was really no point in giving everything up. _Not unless things get too unbearable_.

The apartment was mercifully empty when Peter pushed his way inside, thoroughly exhausted and still furious at himself for having allowed Black Cat to be so badly hurt in the fight against Doc Ock. He all but hobbled to his bedroom, stripping off his outer clothes and costume as he went, too weary to bother with cleanliness.

His mattress felt soft as cloud when he collapsed onto it. However, the second he did so, his phone, still on its place on his bedside table, vibrated like a jackhammer. Groaning, Peter reached out for it.

"'Lo," he mumbled, his eyes closed against the natural light filtering in through his blinds.

"Oh Peter, are you all right?!"

Peter sat up straight in bed, all traces of lethargy and fatigue vanishing at the sound of Aunt May's terrified voice.

"I'm fine," he said, although he didn't feel at all fine.

"It's been all over the news." Aunt May's voice was rife with worry, which only made Peter feel all the more agitated over his disatorous encounter with Doc Ock. "I wasn't sure if—but of course you're alright." Aunt May sighed with relief, although she still sounded highly distraught.

"I'm sorry," Peter said, rubbing his eyes with the back of his hand. "I'm…I'm really sorry Aunt May." He didn't even know what he was apologizing for. For worrying her? For having lost against such a terrible like Octavius? For letting Felicia get hurt?

Evidently, Aunt May didn't understand what he was so remoresful over either. "Don't be sorry," she said in the snappish, maternal tone of voice he'd heard her use all his life, a tone that had usually been reserved for when Peter had done something he shouldn't have been. "There's no telling what that man would have done if you hadn't been there. You have nothing to be sorry for."

"It wasn't really me who stopped him. It was Eddie."

"Eddie!?"

"He scared him off, Aunt May."

"Is he alright?"

"As far as I know," Peter replied with a deep sigh. "He accompanied the paramedics to the hospital. Might be a juicy story in it for him too."

"Don't be ridiculous," Aunt May said sharply. "Eddie's might be dedicated to his profession, but he's not that dedicated." She let out an agitated breath and then added, "Promise me you'll call me tomorrow, alright?"

"I will," Peter vowed, "believe me, I will."

Aunt May said goodbye. Peter made to place his phone back on his bedside table but at that moment, it vibrated once more. Peter groaned. All he wanted was the opportunity to rest and recuperate, to think better of what to do the next time he encountered Doc Ock.

Eddie had sent him a text message.

_Your lady friend is in OR. Doctors say she has head trauma and fractures but she should pull through._

Peter breathed a sigh of relief in spite of still feeling pent up. At the very least it was a mercy and a blessing that Felicia hadn't been in worse condition.

_Thanks man, _Peter texted back.

A moment later, Eddie replied with, _Any time Peter. You at home?_

_Yes._

_Good. _Peter could almost picture the look of grim satisfaction on his friend's handsome face. _You'd better stay there. I come back and your gone again you'll be the next one in the OR._

Peter chuckled, but chose not to reply. He set his phone on the nightstand and lay back against the cool, plushy pillows, staring up at the ceiling of his bedroom, feeling completely miserable spite of Eddie's good news about Felicia. He expected sleep to elude him for the sheer fact that it was all he wanted and needed at that moment, but the second he closed his eyes, he felt himself slip away from reality and all the troubles it brought.

_He was standing on the icy surface of the river again. Mist rose off the iron-cold surface like breath. Snow was falling from the sky, thick as feathers but soft as ashes. He did not feel cold in spite of the thin layer of second skin that was his costume. Noise was once again muted, almost non-existent. The looming form of the city skyline was just visible behind the mist and clouds and snow._

_Peter knew he wasn't alone. Automatically he turned, expecting to see the clock tower again, but it wasn't there. All that stood on the vast expanse of ice was a speaker's podium._

_And behind it, dressed as she had been on the very first day they'd ever properly spoken to each other, was Gwen, staring ahead as if addressing an invisible crowd. Peter stumbled forwards, desperate to be close to her again, to feel her near him. He slipped and slid on the ice until he was standing directly next to Gwen, who scarecly seemed to notice him._

"_Gwen?" Peter whispered, touching her hair with a tentative finger. She ignored him, her lips moving but no sound issuing forth. Standing this close, he could catch the trace of the singular scent that had always been hers; peaches and books and fabric softener. It was so different from the way that MJ smelled, purer somehow. He'd almost forgotten about Gwen since getting out of the hospital. Things had progressed with MJ faster than he'd thought possible. A pang of guilt hit him from within his chest as he stared at her impassive form._

_Just as that feeling of shame stabbed at his insides, Gwen's voice cut through the deathly silence of the frozen river, as though somebody had turned up the volume on a radio._

"_I know we all feel immortal. We are supposed to feel that way…the future is and should be bright…"_

_Peter blinked. He knew this speech very well. It was the one Gwen had given during their graduation ceremony. He'd committed it to memory in the months following her death because it had been the only way he had to hear her voice again. She spoke it now exactly as she had done that day, with a passion and plea for people to understand what she was saying, but her eyes were still distant, not meeting his once as he stared at her in complete confusion. _

"_What makes life valuable is that it doesn't last forever, what makes it precious is that it ends," Gwen went on mechanically. Peter shook his head, wanting to back away and run from this emotionless simulation of the first girl he'd ever loved, but still too lost to move. _

"_Fight for what matters to you." Gwen's eyes suddenly met Peter's. He felt trapped by the familiar green gaze, unable to move or speak even as she continued the speech. "There will be days when you feel all alone…No matter how buried it gets, or how lost you feel, you must promise me that you'll hold onto hope."_

"_I'm trying," Peter hissed, his voice catching. "Gwen, I'm trying, I swear I am!"_

_But Gwen shook her head, a small playing across her lips. "We have to be greater than what we suffer," she said, her voice dropping to a meaningful whisper, and this time there was more animation to her voice, more life. She surveyed Peter as she had all those times when she'd been trying to make him come round after a difficult fight; she knew there was something more in him than what he believed, than what he felt at the moment. "My wish for you is to become hope…"_

"_Gwen, please! I'm trying as hard as I can!" Peter choked, looking imploringly at her, hoping that she would tell him what to do._

_Once more she shook her head. He expected her to continue on with her speech, to coldly shoot down his hopes of her being more than just a memory. But she smiled at him once more, grasping his wrist with a soft, gentle, warm hand. Her eyes met his. "Are you really?" She said, in that maddening way that she had done in life when she'd challenged him to be better than he was._

Peter's eyes opened automatically. He let out a breath that he seemed to have been holding for hours. The bedroom was dark, the faintest of pinkish-orange glows breaking through the cracks in his blinds. He sat up straighter in bed, still hearing Gwen's voice in his head. Peter glanced out the window and saw to his surprise that it had started snowing some time during his nap. A glance at his phone showed him that it was almost five in the evening…and that he'd missed three text message from Mary Jane, one of which had been sent less than a minute before he'd woken up.

His fingers scrambled over the screen of his phone as he opened the message.

_I'll try one last time Tiger_, MJ had said.

Suddenly, from the front of the suite, Peter heard three sharp knocks on the front door. His heart hammering under his ribs, he clambered out of bed, throwing on sweater and jeans as he hobbled down the hall to open the door.

MJ was dressed in a long black peacot. Her hair was damp from melted snow. Evidently she hadn't anticipated the percipitation when she'd left the bar. But what struck Peter above her outward appearance was the relief that filled her stormy green eyes when she saw him. Before he could so much as squeak out a single syllable, MJ threw her arms around his neck, burying her face in his sweater.

"Oh thank God," she said, her voice shaking. "Oh thank God…Eddie said that you were home but I thought—well never mind what I thought. You're alright and that's all that matters."

Peter smiled weakly down at her, feeling oddly relieved to find her so corporeal in comparison to the dreamlike way he'd felt Gwen's body when he'd been sleeping. "Fit as a fiddle," he said, although he'd wished he hadn't let her in in the first place. Seeing her only served to remind him just how much he could lose all over again.

MJ slid out of her jacket and hung it on the back of the kitchen chair. The act made her shiver in spite of the relative warmth of the apartment. She paused, looking around the dark suite. "You weren't asleep, were you?" She asked, turning to look at Peter as he sank onto the armchair near the coffee table.

"Uh, yeah," he replied, keeping his eyes averted. He couldn't look at her, not if he wanted to keep his resolve. The dream about Gwen had only served to put him in mind of her loss, and now that MJ was near his anxiety increased tenfold. "I just…it was kind of exhausting, getting out of the Bugle."

MJ shivered again, wrapping her arms around herself. Peter notcied that she hadn't changed out of the black tank top she wore as part of her uniform at _Below Decks._

_No wonder she's shivering_, Peter thought, staring determinedly at the Christmas tree. He, however, couldn't help but feel that the tremors still quaking through Mary Jane's body were more a result of her being afraid for him and Eddie after what had happened at the Bugle that day.

"We…we heard it from the restaurant," MJ said, sitting on the sofa opposite Peter. "Rio thought it was an earthquake but when we…when we saw _him."_ She shivered again and Peter had to force himself not to reach out and pull her into his arms. He couldn't let himself get any closer, not when Doc Ock had already come so close to unmasking him.

Keeping his eyes averted and ignoring the part of himself that was screaming abuse for his being so cold, he said mechanically, "MJ I think…I think we should…" He took a deep breath, a lump coming to his throat. Painfully, he swallowed it down and said in a rush, "It's probably a good idea if you stay away from me."

Dead silence followed his statement, the only sounds coming from the cars below the apartment as they rushed through the slush and snow.

"Why?"

MJ's voice was low and carefully measured but Peter heard the pain and confusion in it. Still he held fast to his resolve, feeling his heart turn to lead as he spoke.

"I'm just not good for you," he said. "I attract…certain things…things like today."

"You're a bit of a danger magnet," MJ said, her voice still rife with heartbreak, "but it's nothing I can't handle." She laughed to herself. "Some women can kick serious ass when it comes to it. You should have seen this one busty chick take down the cops in front of the Bugle. Thought she was a grandmother because of how white her hair was, but holy crap. I've never seen so many grown men crying at once."

Peter wanted to laugh at that, but forced himself not to. Thinking of Felicia only made the worry knot his stomach even more.

In the event that Octavius did find out just who it was who was under Spider-Man's mask Peter knew that Eddie could hold his own. He'd already taken down somebody with the propensity to crush his rib cage with very little strength. Aunt May was safe provided that Peter kept to Manhattan and didn't give Doc Ock the notion that he had anybody to care for outside of the Island.

But Mary Jane…the thought of her being hurt or ending up like Gwen because of him was too much for him to bear.

"Why?" MJ asked once again, her voice rising to a plea that hit Peter like a bullet. When she spoke again, however, the edge had returned to her voice, her inner strength stepping up to the plate in light of Peter's heartless treatment of her. "You could at least look at me if you aren't going to explain yourself, y'know."

He couldn't face her, couldn't meet her eyes because he knew he would be done for then. She would see that he actually didn't want to do this and that would give her enough leverage to actually make him not. Staring at the dead lights of his and Eddie's little Christmas tree, Peter said thickly,"You don't know and I... I can't tell you...too many people have gotten hurt because of it and I can't... I won't let you be one of them MJ. So just go... Just get out of here..." It killed him to be so cold and dismissive but he couldn't think of any other way to keep her safe, to help her avoid the same fate as Gwen and Black Cat.

MJ sat quietly for a moment that seemed to drag on endlessly. Then, quiet as ice, she got to her feet and, although every facet of Peter's mind told him to look for pity's sake, he still kept his eyes fixedly on the Christmas tree. Slowly, numbly Mary Jane turned and walked towards the door of the suite, her footsteps barely making a sound on the carpeted floor yet sounding like cannon fire in Peter's ears. For a moment she hesitated at the door and then...

"You're so damn stupid Tiger."

She took several rapid, almost angry paces towards him but still Peter didn't look directly at her, staring instead at a spot just over MJ's shoulder. As furious and annoyed as he was at her refusal to listen to his warning and simply go, there was a part of him that glowed like an ember with relief at the fact that she was choosing to stay and fight him.

Still, the wounded side of him, the Spider-Man side that had seen too many of Peter Parker's loved ones fall would not back down so easily. Imploringly, his voice catching in his throat Peter said, "MJ please you have no idea-"

"That's where you're wrong. I have a good idea. A really good idea actually." Her voice shook and she closed the space between herself and Peter, sinking onto the edge of the sofa next to his armchair. She was trying to make him look at her. a large part of Peter's soul was screaming at him to do so he still kept his eyes determinedly averted, even as MJ continued to speak.

"I know what it's like to see what you think is a shy, studious straight-lacer and know that he's not just what he shows the world. I also know what it's like to see a carefree hero who acts like a living ball of charisma and energy and know that that's not really true either. That both of them have pain so deep that it makes them have to play themselves up to be what they aren't…" She laughed hollowly and added, "I might be a pretty face Tiger, but I'm not stupid. I know…and I'm sorry if that bothers you."

Peter's mind went numb in a whiteout blizzard that made it hard to think or speak. The apartment swam fuzzily before his eyes as though he were seeing it through TV static. All he could process in that moment was one thing and one thing only: Mary Jane knew...just like Aunt May and Eddie. In spite of all his worrying he still wouldn't be able to protect her from Spider-Man's enemies.

"Not you," he said in a pained whisper. "God, not you too..."

Laughing humorlessly, MJ said,"Sorry Tiger but I'm not just a pretty face and a great set of cans. I'm pretty on the ball when I've had my eight hours."

"How did you even-"

" I figured it out after a while," MJ replied with a careless shrug. "Just kinda put it together. Every time you were the one to pull the plug on our first meeting I'd see Spider-Man about five minutes later on the news. So I started to dig a little... All those pictures were so candid... too candid if you ask me. And then I..."

She paused as if fearful of what she said next being too much for him and then went on in a rush, "Well I'm sorry but I read up on Gwen Stacy because Flash told me about her one night and it fell into place..._you _fell into place...all the pain, the withdrawal...it made so much sad sense...and then the clincher came that night before Betty's stupid party...I saw you from my window...at first I was enjoying the eye candy but then..."

Peter thought back to the night he had first fought with Black Cat. He had gone from Doc Ock's office at NYU directly to Queens, had seen MJ indistinctly through her bedroom window. His view had been obstructed by her crimson curtains but hers...

"You saw my costume."

"In all its skin tight, junk squeezing glory."

"...that still doesn't take away the danger I'm putting you in...you could still get hurt..."

Frustration piqued on her voice as she angrily cut him off. "Peter I could get hurt going home from work! I nearly have been in case you've forgotten. And guess what Tiger? You haven't been there all the time to get my out of those jams."

That much was perfectly true. He had merely finished off the muggers that had cornered her and her after she'd left her friend Rio that night. MJ could handle herself in those situations yes, but that still didn't take away from the fact that up against something like the spider-slayers or someone like Octavius she was more helpless than he had been.

"MJ this is diff-" But again she cut him off.

"No, you do not get to try and make it any worse! I won't let you."

At last he chanced a glance up at her and it was that brief look that finally caused the crack in his armor to form. Her eyes seemed almost ablaze with intensity and although her voice was half-choked with a sea of emotion she hadn't shed a tear. Once more her strength amazed him and he said in a voice as tired as he felt, "I just...I hate it so much MJ...I hate that I've got this incredible gift and in the end it doesn't do squat to keep everyone safe...I don't understand why people keep getting hurt...why they have to get hurt..."

He thought of Uncle Ben, and of Gwen and Black Cat. All that had happened to them could be laid at his feet; his responsibility for having not been strong or smart enough. Even his parents had died for him, for the secret they had made him into. Eddie could be next for all he knew, the same with Aunt May and while the possibility of losing them would shatter his very soul, he knew that losing Mary Jane would kill him.

For a long moment she stayed silent. The distant hum of the traffic outside the apartment was the only noise that broke the stillness. Peter thought that she would leave, that she would see the merit in his fears and just let him be, just go and never come back and live the life she deserved, a life free of all the shadows his had cast.

"I used to say that to my mom a lot." Peter glanced up at her when she spoke. Her eyes were on him, shining but still free of tears. Something hollow had come into her face, a deepening of the shadows that all but consumed the apartment. "Whenever she or my sister would get bruises or end up needing stitches because of my father I'd ask her why the hell they kept getting hurt, why people kept getting hurt. And she'd say the most heartbreaking thing Peter; she would tell me that it was just the nature of things..." MJ swallowed heavily before continuing. "She said that people had to get hurt to keep others safe and I'm not saying this because I believe her for a second because that is so hideously wrong-"

"Then what are you trying to say?!" Peter cried, his voice breaking. He didn't want her to be right, didn't want there to be any validity to her opinions even though he knew there was, much as there had been to Gwen's when she had appreared in his dream. He had to push her away, for her own sake and yet here she was clinging onto him as tight as a second skin.

With an almost delirious laugh MJ replied, "I don't know! I'm swinging wild here, Tiger! Maybe I'm trying to make you see that there's going to be pain and there's going to be loss no matter what you do."

_Even if you fall short, what better way is their to live? _The memory of Gwen's speech came rushing back to Peter, even as MJ continued to talk him down.

"In case you hadn't noticed, you've taken out a lot of dangerous things in this city. That's fewer less dangerous things than what there could have been if there hadn't been a Spider-Man. And this...this octopus guy...you're going to stop him, Tiger. I know you will. And yeah...somebody could get hurt...somebody already has but in case you hadn't noticed it wasn't me and it isn't going to be me because...because I'm Mary Jane Watson and I have yet to let some insecure, power hungry piece of shit of a bully get to me."

"I won't let you be like her..." The words flew from his lips before he could stop them and he hated himself for saying them, for voicing what he knew had always been lurking insidiously under what he'd found with Mary Jane. "I want to let her go so badly...to let all of it go..." He looked away, not bearing to see the hatred that would be in those mesmerizing, oceanic eyes. He had held her to Gwen, made her compete with a dead woman and it wasn't fair and as much as he hoped that the words would drive her away he also desperately wished to take them back.

But again her resolve astounded him. There was no bitterness in her voice, no resentment. Just the same patient, understanding Mary Jane that had gotten under his skin in ways he hadn't thought possible.

"I know Peter. I understand what it's like to have everything around you get hurt, to have the most important thing in your world constantly bruised and bloody and lost." She paused and this time it was her turn to say something that had the potential to be devastating. "The only difference is that you at least had the finality of...of Gwen Stacy dying...I never did...not until my mother chose to...to end it herself..."

Peter glanced quickly at her, surprised that her remark hadn't made him angry even in the slightest. Again her eyes were bright but this time he could see the smattering of tears that glistened there. "And I try to save her every time Peter but I can't, I just can't because at that point she didn't want to...it was her only sanctuary."

She swallowed heavily, her eyes still bright. "You think you're the only one with the dual personality? I may not spin a web any size or have radioactive blood but you ask anybody from Central High and they will tell you what I was, what I did to cope, to show them that I wasn't a victim. I did everything Peter...I rode with boys who ended up in the slammer, I skipped more classes than I can even remember...I partied like a rock star and woke up hungover on my sweet sixteen and my mom wasn't even dead at that point. I did all of it just to make myself forget, to make them all think I was this party crazy slut, and even after it was all said and done, even after my mom was gone and my dad was finally where he belonged...even after Aunt Anna took me in I still have never once felt half as good doing anything as I do when I'm with you Peter...I...I can't even describe it but it's there and it's so damn on fire and...and I won't lose that to Spider-Man's world...not when I just found you..."

Peter looked up at her finally, at the blazing, intensity in those brilliant sea-storm eyes, full of an affirmation that he was brimming with but had been to cowardly to act upon.

Not like MJ. Never MJ, who for all her beauty and demon had never once in the time he'd known her seen the need to lie or push away; who had known for longer than many people of Peter's calling, quietly waiting, allowing him the space and time to cope with his pain. She saw Peter Parker where most people only saw the disaffected reporter he tried so hard to be. She had stripped away everything, left him vulnerable and still had waited for him to push her to the limit before finally striking at the weakest points of his facade. She'd made him love her in a way that, for all its similarity to his feelings for Gwen, was more intense, more on honest, almost as though it were on fire. He wanted to scream, to rant and rave and destroy everything in sight because she had defeated him in a way nobody ever had. He was so tired, so damn tired of fighting and yet as he looked at Mary Jane he felt something inside of him explode like a powder keg with a fuse that had been slowly burning for years.

As though pulled by a magnet Peter closed the space between them, cradling her face in both his hands. He felt on fire, burning with a hungry need to simply have her, to validate everything they felt, and when their lips finally met it was a crushing, passionate kiss that made Peter's entire mouth burn, his breath stolen from his lungs as their tongues met. He didn't care about betrayal of what his life had been before, or about some stupid sense of doing what was best for everyone else. This was about what he wanted, about what they both wanted. Every nerve ending in Peter's body seemed to be a billion times more sensitive, standing on end and pooling all his energy into this one thing that consumed him entirely in a white hot desire the likes of which he had never felt before.

MJ's hands slipped under Peter's sweater, ice against the blazing heat of his skin. Goosebumps erupted on Peter's flesh as her hands roamed over his bare skin but still he wanted more, wanted her to cool the intense heat that had taken over him. He needn't have spoken his want because suddenly, and with the ferocity of a lion, she all but ripped his shirt off over his head and threw it into the corner of the living room.

Somehow they made it to his bedroom, MJ's legs wrapped around his waist as he carried her down the hallway, still kissing her as if she were about to disappear at any moment.

Their clothes fell like the snow swirling outside the window, and only when Peter had her pinned beneath him on his bed did the all-consuming fire diminish to an almost gentle ember; warming them both as much as the skin-to-skin contact and the blanket sky that enveloped them. Breathless, he stared down at Mary Jane, at her smooth, perfect skin like honey. Her hair was a mess and fanned out haphazardly behind her like a fragmented sunset. She was everything in that moment; beautiful and vulnerable, completely in control of him despite being exposed so intimately. She was the greatest evil he had to conquer but at the same time his own champion in this dark maelstrom of a life he led. She had saved him and she wasn't done yet, consumed of the same solar heat that scorched Peter to the very core of his entire being.

And yet the act itself was surprisingly gentle when it finally happened, oddly simple despite the universal gravity it carried, all a matter of warmth and wetness and contrasting hardness and softness. She wasn't his first and that was perfectly fine with him. It allowed her to guide him in spite of all his knowledge because that was what she had always done and would do for him: guide him when he fell astray, be there when the world outside became too much for both Peter Parker and Spider-Man. Mary Jane Watson was going to save him in ways he could never save anybody and nobody had ever tried to save him before.

When they were both spent from the first time, they paused only moments to giggle like schoolchildren. Then the fire returned and once more he took her, more confident this time, filled with a new knowledge of what they were together, all that they could be.

Only after the third time did they finally feel too exhausted and satiated to try once more. MJ rolled over, resting against Peter's chest, her warmth filling him to the brim like a cup of hot chocolate. He kissed the top of her head, keeping his arm protectively around her because she was his now just as much as he was hers.

They didn't speak as the exhaustion began to set in and Peter had just felt sleep like he hadn't experienced on a long time begin to creep in.

Suddenly, from close outside the apartment the blaring sound of a police siren intruded on their bubble of paradise like a murderer in the night. MJ glanced up at him almost unsurely, as though afraid that he would jump out the open window and swing down the street away from her.

Narrowing his eyes, Peter seized a web shooter off of his bedside table, fired a line at the window and with an angry jerk pulled it down, the slam of it against the sill satisfying as it cut off all noise.

He smiled softly down at MJ who grinned back at him and snuggled closer under the cozy, warm covers.

"There are other heroes," Peter said.

Stretching like a cat and closing her eyes MJ replied softly, "None like you, Tiger."

Peter fell asleep not long after that and for once his dreams were undisturbed and completely peaceful.


End file.
